Precise Biometrics resolves on a SEK 110 million rights issue, with increased guarantee commitments totalling SEK 100 million, to realise synergies and drive growth after the merger with Fingerprint Cards

Summary of the Rights Issue

• The Board of Directors of Precise Biometrics has today, pursuant to the authorisation granted by the Annual General Meeting on 21 May 2026, resolved to carry out a new issue of shares with pre-emptive rights for the Company’s shareholders. The Company’s intention to carry out the Rights Issue was announced in connection with the announcement of the Merger on 23 March 2026.
• The Rights Issue comprises a maximum of 134,508,376 ordinary shares and, if fully subscribed, will raise approximately SEK 110.3 million to the Company, before deduction of costs relating to the Rights Issue.
• The net proceeds from the Rights Issue are intended to be used to carry out the integration following the Merger, repay the bridge financing, realise identified synergies and enable commercial initiatives within priority growth areas, in order to capitalise on the growing demand for biometric solutions and the commercial opportunities created by the Merger.
• The record date for participation in the Rights Issue is 27 July 2026.
• The last day of trading in the Company’s shares including the right to receive subscription rights is 23 July 2026, and the first day of trading excluding the right to receive subscription rights is 24 July 2026.
• Existing shareholders in the Company as at the record date will receive one (1) subscription right for each share held on the record date. Twelve (12) subscription rights entitle the holder to subscribe for eleven (11) new shares in the Rights Issue.
• The subscription price in the Rights Issue is SEK 0.82 per share, which corresponds to a discount to TERP of approximately 35 percent based on the closing price of the Precise Biometrics share on Nasdaq Stockholm on 20 July 2026.
• The subscription period commences on 29 July 2026 and ends on 12 August 2026.
• Trading in subscription rights is expected to take place during the period from 29 July 2026 up to and including 7 August 2026.
• Trading in paid subscribed shares (BTA) is expected to take place from 29 July 2026 up to and including 18 August 2026.
• The outcome of the Rights Issue is expected to be announced around 13 August 2026.
• The Rights Issue is covered by guarantee commitments totalling SEK 100 million, which is an increase of SEK 20 million compared to what was announced on 23 March 2026. Of the total guarantee amount, the original SEK 80 million constitutes bottom guarantees and SEK 20 million constitutes additional top guarantees. A fee of 11 percent of the guaranteed amount is payable for the bottom guarantees, and a fee of 13 percent of the guaranteed amount is payable for the top guarantees. In addition, the Company’s CEO, Joakim Nydemark, and Fredrik André, Chief Marketing Officer, have undertaken to subscribe for their respective pro rata shares in the Rights Issue, corresponding to a total of approximately SEK 48 thousand. No fee is payable for the subscription commitments. Neither the guarantee commitments nor the subscription commitments are secured by bank guarantees, blocked funds, pledges or similar arrangements.
• No prospectus will be prepared in connection with the Rights Issue. The Company will publish an information document regarding the admission to trading of the shares issued in the Rights Issue, in accordance with Article 1.5 ba of Regulation (EU) 2017/1129 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 (the “Prospectus Regulation” and the “Information Document”, respectively).
• Following the completion of the Rights Issue, the subscription price and the number of shares to which warrants in Precise Biometrics entitle the holder will be recalculated in accordance with the terms and conditions of the respective warrant series, including warrants of the 2026 series issued by the Company in connection with the Merger (the “2026 Warrants”).

Background and reasons
On 23 March 2026, Precise Biometrics and Fingerprint Cards announced that the Boards of Directors of the companies had adopted a joint merger plan, under which Precise Biometrics were to absorb Fingerprint Cards through a merger in accordance with Chapter 23 of the Swedish Companies Act (2005:551).

The merger plan was approved by the general meeting of the respective company on 30 April 2026. The Merger has today, 20 July 2026, been finally registered with the Swedish Companies Registration Office, and Fingerprint Cards has thereby been dissolved without liquidation, with all its assets and liabilities having been transferred to Precise Biometrics.

Through the Merger, a significantly larger Precise Biometrics is created, with a broader customer base, a stronger global presence and a more comprehensive offering. The offering combines software, hardware and in-depth industry expertise in biometric security, access and identity management, for both physical and digital environments.

The demand for biometric solutions is driven by several long-term global trends. A deteriorating security environment, rapid AI development, increasing identity fraud and stricter regulatory requirements are driving the need for secure and user-friendly solutions for identity, authentication and access. The Company assesses that the combined Precise Biometrics has a strong position to capitalise on these market opportunities.

The combined product portfolio encompasses several biometric modalities and offers leading solutions for biometric security, access and identity management. The solutions enable secure and seamless access in both physical and digital environments, while preventing fraud and identity-related threats. The Merger will thus create better commercial opportunities for both upselling to existing customers, cross-selling between the companies’ customer bases and new sales to more segments within the corporate, public sector and consumer markets. At the same time, the broader offering creates opportunities for higher margins, greater business value per customer and a move up the value chain.

The Merger is also expected to enable annual cost synergies of at least SEK 45 million through a joint organisation, coordinated administration and more efficient use of resources. Integration will commence immediately. The total transaction, integration and restructuring costs are estimated at approximately SEK 25 million, the majority of which is expected to be incurred and recognised in 2026.

The Rights Issue is being carried out to finance the integration following the Merger and to realise identified synergies and enable continued growth through product development and commercial initiatives within priority areas, in order to capitalise on the growing demand for biometric solutions and the commercial potential of the combined business.

In summary, value creation following the Merger is expected to be achieved through:

• greater commercial capability and a scalable, broader offering in biometric security, access and identity management,
• a stable integration, the realisation of communicated synergies and a lower cost base, and
• development of existing revenue streams, selective investments in the combined offering and, in the longer term, opportunities for further acquisitions and mergers.

The net proceeds are intended to be used for:

• financing of transaction, integration and restructuring costs and repayment of bridge financing,
• measures to realise at least SEK 45 million in annual cost synergies, and
• product development and commercial initiatives within priority growth areas.

Joakim Nydemark, CEO of Precise Biometrics, comments:

“The merger with Fingerprint Cards creates a stronger company and a more comprehensive offering with the ambition to take a leading position in biometric security, access and identity management. The rights issue provides us with the resources to complete the integration, realise synergies and pursue commercial initiatives within priority growth areas. Our ambition is to translate the potential created by the merger into profitable growth, tangible results and long-term value for our shareholders.”

Terms of the Rights Issue
The Company’s shareholders as at the record date on 27 July 2026 are entitled to subscribe for new shares in the Rights Issue with pre-emptive rights, in proportion to the number of shares held on the record date. For each existing share, one (1) subscription right is received, and twelve (12) subscription rights entitle the holder to subscribe for eleven (11) new shares.

The subscription price is SEK 0.82 per share, which corresponds to a discount to TERP of approximately 35 percent based on the closing price of the Precise Biometrics share on Nasdaq Stockholm on 20 July 2026. Through the Rights Issue, the Company will upon full subscription raise approximately SEK 110.3 million, before deduction of costs related to the Rights Issue. Upon full subscription, the Rights Issue will increase the Company’s share capital by SEK 40,352,512.80, from SEK 44,020,923 to SEK 84,373,435.80, and the number of shares in the Company will increase by 134,508,376, from 146,736,410 to a total of 281,244,786 (of which 1,085,000 C shares held by Precise Biometrics under the Company’s incentive programmes).

The subscription period in the Rights Issue runs from 29 July 2026 up to and including 12 August 2026. The Company’s Board of Directors is entitled to extend the subscription and payment period, which – in such case – will be announced separately. Subscription rights that are not exercised during the subscription period will subsequently not be valid for subscription of shares and will therefore lose their value. Trading in subscription rights will take place on Nasdaq Stockholm from 29 July 2026 up to and including 7 August 2026, and trading in paid subscribed shares (BTA) from 29 July 2026 up to and including 18 August 2026.

Shareholders who choose not to participate in the Rights Issue will have their shareholding diluted by approximately 48 percent in the event of full subscription in the Rights Issue, based on the total number of shares in the Company following the Rights Issue. Shareholders who choose not to participate in the Rights Issue may receive financial compensation through the sale of subscription rights.

Allocation principles
In the event not all shares are subscribed for based on subscription rights, the remaining shares within the Rights Issue’s maximum amount shall be allocated:

• firstly, to those who have subscribed for shares without using subscription rights, but also subscribed for shares through subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and if allocation to these cannot be made in full, allocation shall be made pro rata in relation to the number of subscription rights used for subscription of shares,
• secondly, to others who subscribed without using subscription rights, and if allocation to these cannot be made in full, allocation shall be made pro rata in relation to the shares that each have subscribed for, and
• thirdly, to those who have entered into guarantee agreements relating to subscription for shares, in proportion to the size of the guarantee commitments. According to the terms of each guarantee, so-called top guarantors shall be allocated shares prior to so-called bottom guarantors.

To the extent allocation above cannot be made pro rata, allocation shall be decided through drawing of lots.

Guarantee commitments and subscription commitments
As previously announced, Precise Biometrics has, on customary terms, received guarantee commitments from several guarantors, including DNB Bank ASA[2], regarding the Rights Issue totaling SEK 80 million.

Since the announcement on 23 March 2026, these guarantee commitments have been increased and now amount to a total of SEK 100 million. Of the total guarantee amount, the original SEK 80 million constitutes bottom guarantees, for which a fee is paid at 11 percent of the guaranteed amount (as previously announced), and SEK 20 million consists of additional top guarantees (from SEK 80 million to SEK 100 million), for which a fee is paid at 13 percent of the guaranteed amount. Under the terms and conditions of each guarantee, top guarantors, where applicable, shall be allocated shares before bottom guarantors. In addition, the Company’s CEO, Joakim Nydemark, and Fredrik André, Chief Marketing Officer, have undertaken to subscribe for their respective pro rata shares in the Rights Issue, corresponding to a total of approximately SEK 48 thousand. No fee is payable for the subscription commitments. Through the guarantee and subscription commitments, the Rights Issue is thus secured to approximately 91 percent.

Neither the guarantee commitments nor the subscription commitments are secured by bank guarantees, blocked funds, pledges or similar arrangements.

Further information regarding the parties that have entered into guarantee commitments will be published in the Information Document.

Preliminary timetable for the Rights Issue
The timetable below is preliminary and subject to change.

Information Document
No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish the Information Document regarding the admission to trading of the shares issued in the Rights Issue, in accordance with Annex IX of the Prospectus Regulation. The Information Document will be made available on the Company’s website before the subscription period for the Rights Issue commences.

Recalculation of the 2026 Warrants
In connection with the Merger, the Company has issued the 2026 Warrants to former holders of Series 2025:1 warrants (TO8) in Fingerprint Cards. Following completion of the Rights Issue, the subscription price and the number of shares to which warrants in Precise Biometrics entitle the holder, including the 2026 Warrants, will be recalculated in accordance with the terms and conditions of the respective warrant series.

Advisors
DNB Carnegie Investment Bank AB is acting as financial advisor and Vinge is acting as legal advisor to the Company in connection with the Rights Issue.

Important information
For the purposes of this disclaimer, “this press release” means this document, its contents or any part of them, any oral presentation, any question-and-answer session and any written or oral materials discussed or distributed therein.

This press release does not constitute a prospectus or an offering document. Nor does this press release constitute an offer to sell, or a solicitation or invitation to make an offer to buy, acquire or subscribe for, securities, or an inducement to make any investment, and no sale of securities will take place in jurisdictions where such an offer, invitation or sale would be unlawful without registration or qualification under the securities laws of such jurisdiction.

This press release may not be made public, published or distributed, either directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United Kingdom, the United States, or any other jurisdiction where such action, in whole or in part, would be subject to legal restrictions or would require additional information documents, registration, or other measures beyond those required by Swedish law. The information in this press release may not be forwarded or reproduced in a manner that is inconsistent with such restrictions or would entail such requirements. Any violation of these instructions may constitute a breach of applicable securities laws.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless they are registered, covered by an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offering of such securities in the United States. 

In the United Kingdom, this document and other materials relating to the securities mentioned herein are distributed and directed solely to, and any investment or investment activity related to this document is available only to and may be undertaken only by, “qualified investors” who are (i) persons who have professional experience in investment-related activities and who fall within the definition of “professional investors” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high-net-worth individuals as defined in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as “relevant persons”). An investment or investment-related activity to which this announcement relates is available in the United Kingdom solely to relevant persons and will be conducted only with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act upon or rely on it.

This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of Precise Biometrics. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Undue reliance should not be placed on forward-looking statements. The forward-looking statements speak only as at the date of this press release and Precise Biometrics does not undertake any obligation to update the forward-looking statements except to the extent required by applicable law.

Footnotes
[1] Theoretical share price after the separation of subscription rights in the Rights Issue.
[2] DNB Bank ASA is the parent company of DNB Carnegie Investment Bank AB. DNB Bank ASA has entered into put option agreements for a predetermined consideration with a number of physical and legal persons according to which DNB Bank ASA has the right to sell any shares subscribed for in the Rights Issue at a price corresponding to the subscription price in the Rights Issue.