The Board of Directors of Enviro has resolved on a partially guaranteed rights issue of units of approximately SEK 298 million, subject to approval of the extraordinary general meeting

Notice to the extraordinary general meeting for resolution on approval of the Rights Issue, which will be held on 5 May 2025, will be announced through a separate press release.

Summary

• The Board of Directors of Enviro has today resolved on the Rights Issue, conditional on the subsequent approval of the extraordinary general meeting.
• In connection with the Rights Issue, the Company has secured the Bridge Loan to ensure sufficient liquidity up until the completion of the Rights Issue.
• The extraordinary general meeting will be held on 5 May 2025 and the notice will be published through a separate press release.
• The net proceeds from the Rights Issue are intended to be used for the following purposes listed in order of priority (i) repayment of the Bridge Loan including associated interest and fees, (ii) continued construction of the plant in Uddevalla to hand over to Infiniteria, (iii) finalizing the blueprint of Enviro’s technology related to the European rollout and modular plant concept as well for further expansion outside Europe, (iv) developing a comprehensive service offering for Infiniteria, (v) continued development and enhancement of Enviro’s technology to safeguard continued technological lead and (vi) general corporate purposes.
• If the Rights Issue is fully subscribed, the Company will receive approximately SEK 297.6 million before deduction of costs related to the Rights Issue.
• Upon full exercise of all warrants of series 2025:1, the Company will receive up to approximately SEK 112.0 million.
• The subscription price is SEK 3.32 per unit, corresponding to SEK 0.83 per share. The warrants are issued free of charge.
• Those who on the record date on 16 May 2025 are registered as shareholders in Enviro will receive one (1) unit right for each share held.
• Nine (9) unit rights entitle to subscription for one (1) unit.
• Each unit consist of four (4) newly issued shares and one (1) warrant of series 2025:1.
• Each warrant of series 2025:1 entitles the holder to subscribe for one (1) new share in the Company during the period 1 September 2026 up to and including 15 September 2026. The subscription price for subscription of shares with the support of warrants of series 2025:1 will correspond to 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Growth Market during the period from and including 17 August 2026 up to and including 28 August 2026. However, the subscription price can at minimum amount to the shares’ quota value (SEK 0.04) and at maximum amount to SEK 1.25 per share.
• The subscription period in the Rights Issue runs from and including 20 May 2025, up to and including 3 June 2025.
• Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 30.8 percent but will have the opportunity to compensate themselves financially for the dilution by selling their unit rights. Exercise of all warrants of series 2025:1 covered by the Rights Issue, provided that the Rights Issue is fully subscribed, entails an additional dilution of approximately 7.1 percent.
• The Company has received subscription undertakings from all members of the Board of Directors and senior management, which in total amount to approximately SEK 5.6 million, corresponding to approximately 1.9 percent of the Rights Issue.
• In addition, the Company has received subscription intentions from a number of existing shareholders, including Michelin Ventures SAS, Handelsbanken Fonder, Swedbank Robur Fonder, Lannebo Kapitalförvaltning and Coeli Circulus, totaling approximately SEK 54.5 million, corresponding to 18.3 percent of the Rights Issue. The Company has also received guarantee commitments subject to customary conditions which, in aggregate, amount to SEK 180.0 million, corresponding to approximately 60.5 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription undertakings, subscription intentions and guarantee commitments to a total of approximately SEK 240.1 million, corresponding to approximately 80.7 percent of the Rights Issue. No guarantee commitment covers the subscription of and payment for shares in the Rights Issue in excess of SEK 240 million.
• The full terms and conditions of the Rights Issue will be available in a prospectus prepared by the Company which is expected to be published around 16 May 2025.

Background and rationale
Enviro is at a pivotal stage in its expansion, driven by the strategic joint venture, Infiniteria, together with Antin Infrastructure Partners. This partnership aims to scale up the deployment of the Company’s proprietary technology in a series of advanced recycling plants across Europe, with the long-term ambition of processing 1 million tonnes of end-of-life tires annually.

Since 2013, the Enviro facility has operated a commercial facility in Åsensbruk, Sweden, proving the feasibility of its technology. In close collaboration with customers, the technology has been refined so that the recycled carbon black at the facility has been able to meet the industry’s high standards. Since 2016, the facility has enabled Enviro to make serial deliveries of recycled carbon black to the tire and rubber industry for production of commercial products such as Michelin racing tires and high-performance rubber components for the Swedish automotive cluster. With this experience, the Company is now building the first large-scale facility for Infiniteria in Uddevalla, which will serve as a framework for the broader European expansion. Production is expected to start in the fourth quarter of 2025, and the facility is expected to reach its first operational milestone, Provisional Acceptance Certificate (PAC), i.e. approximately 65 percent production capacity, in mid-2026.

Enviro has received approximately SEK 150 million in cost reimbursements and milestone payments related to the plant from Infiniteria whereof 50 percent in cash and 50 percent in shares in Infinitieria.

To support these efforts and ensure continued progress toward Enviro’s long-term objectives, the Board of Directors has decided to carry out the Rights Issue. The proceeds will enable the Company to execute its strategic initiatives and advance its role in driving sustainable tire recycling at scale.

Fredrik Emilson, CEO of Enviro comments:
“Enviro is well positioned as a leading waste-to-value company with a circular business model. The rights issue the company is currently conducting will enable Enviro to commercialize its leading proprietary technology on a large scale, and we look forward to getting the Uddevalla facility up and running to showcase Enviro’s technology at full scale.

We truly appreciate the strong support from our existing shareholders and look forward to welcoming new investors who share our vision. Together, we can drive our mission forward and create lasting value in the sustainability sector.”

Use of proceeds
If the Rights Issue is fully subscribed, the Company will receive a maximum of approximately SEK 297.6 million before deduction of costs related to the Rights Issue. Given the Company’s current business plan and against the above background, the Company intends to distribute the expected net proceeds in accordance with the below order of priority:

• Repayment of the Bridge Loan including associated interest and fees – approximately 10-15 percent of the Rights Issue.
• Continued construction of the plant in Uddevalla to hand over to Infiniteria – approximately 15-20 percent.
• Finalizing the blueprint of Enviro’s technology related to the European rollout and modular plant concept which will also form the basis for further expansion outside Europe – approximately 15-20 percent.
• Developing a comprehensive service offering for Infiniteria – approximately 5-10 percent.
• Continued development and enhancement of Enviro’s technology to safeguard continued technological lead – approximately 5-10 percent.
• Strengthen the Company’s working capital – approximately 30-35 percent.

Upon full exercise of all warrants of series 2025:1, the Company will receive up to approximately SEK 112.0 million. The net proceeds from the warrants covered by the Rights Issue are intended to be distributed as described below:

• Finalizing the blueprint of Enviro’s technology related to the European rollout and modular plant concept – approximately 25 percent.
• Developing a comprehensive service offering for Infiniteria – approximately 5 percent.
• Continued development and enhancement of Enviro’s technology to safeguard continued technological lead – approximately 15 percent.
• General corporate purposes – approximately 35 percent.
• Preparations for expansion beyond Europe – approximately 20 percent.

It is the Board of Directors’ assessment that the net proceeds will cover the Company’s funding need during the upcoming 18 months in order to (i) complete the start of production in the end of 2025, and (ii) through the initial ramp-up period of Uddevalla 1 to Provisional Acceptance Certificate (PAC) / approximately 65 percent of production capacity in the first stage expected in mid-2026.

The Rights Issue
Shareholders who are registered in the share register in Enviro on the record date on 16 May 2025 will receive one (1) unit right for each share held in the Company. Nine (9) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of four (4) newly issued shares and one (1) warrant of series 2025:1. The subscription price is SEK 3.32 per unit, corresponding to SEK 0.83 per share (the warrants are issued free of charge), which means that Enviro will receive gross proceeds of approximately SEK 297.6 million before deduction of costs related to the Rights Issue, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of units without the support of unit rights.

Each warrant of series 2025:1 entitles the holder to subscribe for one (1) new share in the Company during the period from and including 1 September 2026 up to and including 15 September 2026. The subscription price for subscription of shares with the support of warrants of series 2025:1 will correspond to 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Growth Market during the period from and including 17 August 2026 up to and including 28 August 2026. However, the subscription price can at minimum amount to shares’ quota value (SEK 0.04) and at maximum amount to SEK 1.25 per share.

Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in Enviro will increase by 358,495,816, from 806,615,589 to 1,165,111,405 and the share capital will increase by a maximum of SEK 14,339,832.64, from SEK 32,264,623.56 to SEK 46,604,456.20.

Shareholders not participating in the Rights Issue will through the Rights Issue have their ownership diluted by up to approximately 30.8 percent (calculated on the total number of outstanding shares in the Company after completion of the Rights Issue). These shareholders have the opportunity to compensate themselves financially for this dilution by selling their received unit rights.

Upon exercise of all warrants of series 2025:1 covered by the Rights Issue, the number of shares will increase by 89,623,954 and the share capital will increase by SEK 3,584,958.16 provided that the Rights Issue is fully subscribed, corresponding to a dilution of approximately 7.1 percent of the total number of shares and votes in the Company.

The last day of trading in Enviro’s shares including the right to receive unit rights in the Rights Issue is 14 May 2025. The shares are traded excluding the right to receive unit rights in the Rights Issue as of 15 May 2025. The subscription period, with or without the support of unit rights, runs from and including 20 May 2025 up to and including 3 June 2025. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from 20 May 2025 up to and including 28 May 2025 and trading in BTUs (paid subscribed unit) will take place on Nasdaq First North Growth Market during the period from and including 20 May 2025 until the registration of the Rights Issue with the Swedish Companies Registration Office (Sw. Bolagsverket).

The complete terms and conditions of the Rights Issue and information about the Company will be presented in a prospectus prepared by Enviro that is expected to be published on the Company’s website around 16 May 2025.

Extraordinary general meeting
The Board of Directors intends to convene an extraordinary general meeting through a separate press release, which will be held on 5 May 2025, to approve the Rights Issue.

Subscription intentions, subscription undertakings and guarantee commitments
The Company has received subscription intentions from a number of existing shareholders, including Michelin Ventures SAS, Handelsbanken Fonder, Swedbank Robur Fonder, Lannebo Kapitalförvaltning and Coeli Circulus, totaling approximately SEK 54.5 million, corresponding to 18.3 percent of the Rights Issue.

Furthermore, the Company has received subscription undertakings from all members of the Board of Directors and senior management, which in total amount to approximately SEK 5.6 million, corresponding to approximately 1.9 percent of the Rights Issue.

The Company has also received guarantee commitments subject to customary conditions which, in aggregate, amount to SEK 180.0 million, corresponding to approximately 60.5 percent of the Rights Issue. Consequently, the Rights Issue is covered by way of subscription intentions, subscription undertakings and guarantee commitments to a total of approximately SEK 240.1 million, corresponding to approximately 80.7 percent of the Rights Issue. No guarantee commitment covers the subscription of and payment for shares in the Rights Issue in excess of SEK 240 million. Neither the subscription nor the guarantee commitments are secured by bank guarantees, escrow funds, pledges or similar arrangements.

The guarantee commitments are subject to an underwriting commission, adapted to the prevailing market conditions, of twelve (12) percent of the guaranteed amount in cash compensation. No commission is paid for the subscription undertakings.

The full terms and conditions of the Rights Issue and further information about the parties that have entered into subscription undertakings and guarantee commitments will be presented in the prospectus that is expected to be published around 16 May 2025.

Lock-up undertakings
Prior to the execution of the Rights Issue, members of the Board of Directors and senior management of the Company have entered into lock-up undertakings, which, among other things mean that they, with customary exceptions, have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 12 to 18 months after the settlement date in the Rights Issue. Further information about the parties that have entered into lock-up undertakings will be presented in the prospectus that is expected to be published around 16 May 2025.

Furthermore, the Company has undertaken towards Pareto Securities AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of six (6) months after the completion of the Rights Issue.

Indicative time plan
The following time plan for the Rights Issue is preliminary and subject to change.

Advisors
Pareto Securities AB acts as Sole Manager and Bookrunner, Wigge & Partners Advokat KB acts as legal adviser to the Company and Baker McKenzie Advokatbyrå is legal adviser to Pareto Securities AB in connection with the Rights Issue.

For further information, please contact:
Fredrik Emilson, CEO Enviro, +46 (0) 706-05 67 83, fredrik.emilson@envirosystems.se
Fredrik Aaben, CFO Enviro, +46 (0) 729 70 78 91, fredrik.aaben@envirosystems.se

This information constitutes inside information that Scandinavian Enviro Systems AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 14 April 2025 at [•] CEST.

About Scandinavian Enviro Systems
Scandinavian Enviro Systems contributes to enhanced environmental and economic sustainability using a patented technology for the recovery of valuable raw materials from scrapped and end-of-life products, including tires. The production of new tires using carbon black recovered with Enviro’s technology reduces carbon dioxide emissions by up to 93 percent compared to virgin carbon black. Enviro has its head office in Gothenburg and a plant for the recycling of end-of-life tires in Åsensbruk. The largest owner is the French tire manufacturer Michelin. Enviro was founded in 2001 and is listed on Nasdaq First North Growth Market with FNCA Sweden AB, +46 8-528 00 399, info@fnca.se, as its Certified Advisor. www.envirosystems.se

Important information
This press release does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (together with related delegated and implementing regulations, the ”Prospectus Regulation”). Any offering of the securities referred to in this press release will be made by means of a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the prospectus to be published.

This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, units, subscription rights or other securities in Enviro. An invitation to the persons concerned to subscribe for units in Enviro will only be made through the prospectus that Enviro intends to publish on the Company’s website, after approval and registration by the Swedish Financial Supervisory Authority. The prospectus will contain, among other things, risk factors, financial information and information about the Company’s Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the prospectus to be published.

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions in which this press release has been published or distributed must inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.

This press release is not intended for persons residing in Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other country or jurisdiction where the offer or sale of subscription rights, paid subscribed shares or new shares is prohibited. This press release may not be announced, published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or any other country or jurisdiction where such action is wholly or partly subject to legal restrictions or where such action would require additional prospectuses, registration or other measures in addition to those required by Swedish law. Nor may the information in this press release be forwarded, reproduced or displayed in a manner that contravenes such restrictions or that would require additional prospectuses, registration or other measures in addition to those required by Swedish law. Pareto will not engage in transactions or cause or attempt to cause the purchase or sale of any securities in or into the United States in connection with the Rights Issue. Actions in violation of the restrictions may constitute a violation of the United States Securities Act of 1933, as amended (the ”Securities Act”) or applicable laws in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, as amended from time to time, or applicable securities legislation in any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or new shares may, directly or indirectly, be exercised, offered, sold, resold, delivered or otherwise transferred in or into the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable securities legislation in the relevant state or other jurisdiction in the United States. No offer to the public of subscription rights, paid subscribed shares or new shares is being made in the United States. There are no plans to register any securities mentioned in this press release in the United States or to make a public offering in the United States.

This press release is distributed and directed only to (i) persons outside the United Kingdom or (ii) investment professionals falling within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) (the ”Order”) or (iii) high net-worth entities within the meaning of Article 49(2)(a) to (d) of the Order, and other persons to whom this press release may lawfully be communicated (all such persons together being referred to as ”relevant persons”). Any investment to which this press release relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

Within the European Economic Area (”EEA”), no public offering of securities is being made in any Member State other than Sweden. In other member states of the European Union (”EU”), such an offer can only be made in accordance with exemptions in the Prospectus Regulation. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer can only be made in accordance with an exemption in the Prospectus Regulation and/or in accordance with any relevant implementation measure. In other EEA Member States that have not implemented the Prospectus Regulation in national legislation, such an offer can only be made in accordance with the applicable exemption in the national legislation.

Forward-looking statements

This press release may contain certain forward-looking statements. Words such as ”intended”, ”assessed”, ”expected”, ”may”, ”plan”, ”believe”, ”estimate”, ”could” and other expressions that are indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or developments and actual results may differ materially from those expressed or implied by the forward-looking statements in this press release.

This press release has been issued by Enviro and is the sole responsibility of the Company. No representation or warranty, express or implied, is made by or on behalf of Pareto or any of the Company’s or Paretos’s respective group companies or any of their respective directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information contained in this press release or any other information made available to any party or its advisers.

The information, opinions and forward-looking statements contained in this press release are valid only as of this date and are subject to change without notice. The Company undertakes no obligation to publicly update or revise any forward-looking information as a result of new information, future events or similar circumstances, other than as required by applicable law.

Information to distributors

Solely for the purposes of the product governance requirements contained in: (a) Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract, or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) suitable for a target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels as permitted by MiFID II (the “EU Target Market Assessment“). In addition, solely for the purposes of each manufacturer’s product approval process in the United Kingdom, the target market assessment for the Company’s shares has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR“); and (ii) all distribution channels for such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment“). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares may decline and investors could lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the Company’s shares is suitable only for investors who do not require a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal, or regulatory selling restrictions in relation to the Directed Share Issue. Furthermore, it should be noted that notwithstanding the Target Market Assessment, Pareto Securities will only provide investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company’s shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company’s shares and determining appropriate distribution channels.