In accordance with the terms of Convertible Loan Tranche 1, initiated on 10 June 2025 under the Company’s convertible loan framework, the Board of Directors, acting under the authorization granted by the Extraordinary General Meeting on 7 March 2025, has today resolved to issue up to 4,857,142 shares to the Investors. Payment will be made by set-off of the Investors’ entire outstanding loan amounts under Tranche 1, at a subscription price of SEK 1.75 per share, corresponding to the applicable conversion price.

Following this conversion, Convertible Loan Tranches 1 through 5 have been fully converted into shares.

In addition, pursuant to an advisory agreement entered into between Anders Wilhelmson and Healthy to 100 AS in 2024, which entitles Anders Wilhelmson to direct his claim for fees under the agreement to the Company, the Board of Director’s of the Company resolved today, by virtue of the authorization granted by the Extraordinary General Meeting on 7 March 2025, to issue 852,500 shares at a subscription of SEK 1.00 per share to Anders Wilhelmson as consideration for services rendered under the Advisory Agreement, for which payment has been made by way of set-off against Anders Wilhelmson’s claim against the Company under the Advisory Agreement. The Board of Director’s of the Company has also, by virtue of the authorization granted by the Extraordinary General Meeting on 7 March 2025, resolved to issue 568,333 shares at a subscription price of SEK 1.50 per share to Race Venture Scandinavia AB (a company controlled by Anders Wilhelmson) in accordance with the Advisory Agreement.

Deviation from the shareholders’ preferential rights

The reason for the deviation from the shareholders’ preferential rights is to fulfill the Company’s obligations under the Convertible Loans previously entered into with the Investors and the advisory agreement. The Convertible Loans grant the Investors the right to request conversion of their loans into shares in the Company, and the Conversion Share Issue is being carried out in accordance with these conversion rights.

The subscription price in the conversion share issue has been determined in the agreement on the Convertible Loans and the subscription prices in the consideration issues have been determined in the advisory agreement. The subscription prices set out in the agreement on the Convertibles Loans and advisory agreement were determined through arm’s length negotiations and taking into account the Company's financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board of Directors’ judgement, based on the above factors, that the subscription prices were determined at the time the agreements were entered into and, at that time, reflected prevailing market conditions and demand. Against this background, the Board of Directors considers the subscription prices to have been on market terms at the time of agreement.

Share capital, shares and dilution

As a result of the Conversion Share Issue in the Consideration Issues, the number of shares in the Company will increase by 6,277,975 and the Company’s share capital will increase by up to SEK 627,797.50 corresponding to a dilution of the number of shares and votes in the Company of approximately 1.9 percent based on the current share capital and number of shares in the Company, also taking into account shares that have been issued but not yet registered with the Swedish Companies Registration Office.

Important information

This press release does not contain and does not constitute an invitation or an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in H100. The publication, release or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any 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.

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