Rovsing A/S

Directed share issue

ROVSING TO ISSUE NEW SHARES IN DIRECTED ISSUE AND DEBT CONVERSION

16 September 2025
Company Announcement no. 387

Today, the board of directors of Rovsing A/S (“Rovsing”) has exercised its authorizations to issue new shares in a directed issue of new shares by way of cash contribution and debt conversion, with expected gross proceeds of up to DKK 3 million.

Today, the board of directors of Rovsing has exercised part of its authorizations pursuant to article 5.1.1 and 7.2 of the articles of association to resolve on an increase of the share capital by cash contribution and debt conversion, respectively, in a directed issue without pre-emption rights for Rovsing’s existing shareholders. The capital raise aims to support the strategic ambitions of the Company and to provide additional financing to support the strategy and allow the necessary investments & due diligence for facilitating a substantial financing round aimed at clear buy-and-build targets during 2026.

At the upcoming Annual General Assembly, the aim is that the Board of Directors will be strengthened further with the addition of proposed new members Lars Ankjer and Christian Klarskov.

In exercising its authorization under article 5.1.1 of the articles of association, the board of directors has resolved to issue up to 44,660 new shares by cash contribution at a subscription price of DKK 59.00 per share, corresponding to the market price as determined by the board of directors. The share issue is directed at a selected group of private investors, including members of the board of directors and the management.

In exercising its authorization under article 7.2 of the articles of association, the board of directors has resolved to issue to 10,840 new shares at a subscription price of DKK 36.90 per share by partial conversion of the convertible loan note dated 8 February 2024 (see company announcement no. 363-2024), corresponding to a share issue by way of debt conversion in the amount of DKK 399,996, directed at the existing shareholder and board member, Kim Brangstrup.

Gross proceeds from the directed issue corresponds to approximately DKK 3 million (including conversion of debt of DKK 0.4 million).

The resolutions on the directed issue of new shares and debt conversion

The board of directors' resolution regarding the directed issue and debt conversion includes the issuance of up to a total of 55,500 new shares, each with a nominal value of DKK 10, corresponding to a total nominal amount of DKK 555,000.

The new shares issued as a result of the directed issue and debt conversion will be registered at the Danish Business Authority upon receipt of final subscriptions and cash payments for the new shares. Following registration, the share capital will increase by the number of new shares subscribed, where each share will have a nominal value of DKK 10. Today, Rovsing has a registered share capital of nominal DKK 6,847,970 and with full subscription and payment the share capital will increase to nominal DKK 7,402,970.

If fully subscribed and paid for, the new shares will represent approximately 8.10% of Rovsing’s share capital before the capital increase and 7.50% of Rovsing’s share capital after the capital increase.

The new shares will be negotiable instruments, and no restrictions will apply to their transferability. The new shares will not carry any special rights. The rights conferred by the new shares, including voting and dividend rights, will apply from the date when the capital increase is registered with the Danish Business Authority. The new shares are to be registered in the name of the holder in Rovsing's register of shareholders.

The new shares are issued to a limited number of natural and legal persons pursuant to and in compliance with the applicable exemptions from the obligation to publish a prospectus.

Admission to trading and expected timetable

Rovsing expects to have received final subscriptions and payments no later than on 18 September 2025, following which the capital increase will be registered with the Danish Business Authority. The new shares will be issued electronically through VP Securities A/S (“Euronext Securities Copenhagen”), CVR no. 21 59 93 36, and are expected to be listed and admitted to trading on Nasdaq Main Market Copenhagen no later than on 23 September 2025.

CONTACT INFORMATION

Hjalti Pall Thorvardarson, CEO
Tel. + 45 53 39 18 88
E-mail: hpt@rovsing.dk

Sigurd Hundrup, CFO
Tel. + 45 53 39 18 92
E-mail: shu@rovsing.dk

IMPORTANT INFORMATION
This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on Prospectuses, Article 1(5a). The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The securities referred to in this announcement are being offered and sold in a private placement only outside the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rovsing A/S or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.

This announcement does not constitute an investment recommendation. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement (and publicly available information). Any investment decision to buy or subscribe for any shares in the private placement must be made solely on the basis of publicly available information, which has not been independently verified by the Sole Lead Manager. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. The information in this announcement cannot be relied upon as a guide to future performance.

Certain statements in this announcement may constitute forward-looking statements, which are based on Rovsing’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. Words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “project”, “forecast” and words of similar meaning are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance, achievements or industry results to differ materially from those expressed or implied by such forward-looking statements

Attachment

• Announcement387_Share emission_final