Grant of warrants

Company Announcement No. 2-2022

The Board of Directors of Valuer Holding A/S has today used part of its current authorization to issue a total of 325,000 warrants to Chairman of the Board Susanne Larsson as compensation for her ongoing active role in supporting the sales process, including bringing two new Asian customers and a new sales agent on board, and subsequent work to establish an office in Singapore to roll out the Company's offering in the Southeast Asian region.

After this issue, 2,951,360 warrants corresponding to 61.2% of the original authorization to issue warrants remain. The exercise price is fixed at DKK 1.87 per share corresponding to five-day average share price from 2 February 2022 to 8 February 2022. The warrants will vest over 36 months starting from today and are subject to the existing lock-up agreements as described in the growth prospectus. Warrants that have not been exercised before 31 December 2028 will lapse automatically. Warrants can be exercised for a period of four weeks after the Company’s announcements of the annual report and half-year report.

The theoretical market value of one warrant granted is DKK 1.27 (calculated using the Black Scholes model). The key assumptions for the calculation are a share price of DKK 1.86, an exercise price of DKK 1.87, volatility of 80%, and a risk-free interest rate of -0,19%. The warrants include conditions on accelerated vesting in case of change of control, e.g. a takeover bid, merger or delisting. The warrants are issued in accordance with article 3 of the Articles of Association.

The warrants include conditions on accelerated vesting in case of change of control, e.g. a takeover bid, merger or delisting. The warrants are issued in accordance with section 3 of the Articles of Association.

The specific terms of warrants issued by the Company can be found in the growth prospectus and in the Articles of Association on www.investors.valuer.ai.