Public offer

The shares held by minority shareholders in Resurs Holding AB (publ) (“Resurs“) are subject to compulsory acquisition, meaning the majority shareholder, Ronneby UK Limited (“Ronneby“), will buy out the minority shareholders’ shares. Ronneby owns more than 90 per cent of the shares in Resurs and therefore has the statutory right to request the compulsory acquisition of the remaining shares in Resurs. This request was made on 29 September 2025 (the “Arbitration Request Date“). The shares were delisted from Nasdaq Stockholm on 27 October 2025.

By law, matters concerning Ronneby’s right to buy out the minority shareholders’ shares and the determination of the purchase price for the shares must be determined by an arbitral tribunal. This tribunal consists of Supreme Court Justice Erik Sjöman (chairperson), Advokat Olle Flygt and Advokat Magnus Nedström.

The Swedish Companies Registration Office has appointed Advokat Magnus Ramberg as trustee for absent minority shareholders (the “Trustee“). The Trustee’s role is to protect the interests of the absent minority shareholders and represent them in the arbitration proceedings. However, each shareholder is free to bring their own action before the tribunal instead of being represented by the Trustee. In such a case, the shareholder must notify the tribunal of their intention to represent themselves.

Ronneby has requested that the purchase price for the shares be set at SEK 30.07 per share, corresponding to the volume-weighted quoted price on the Arbitration Request Date.

Ronneby has requested “advance vesting of title” in the arbitration. This means that ownership of the minority shareholders’ shares is transferred to Ronneby in return for Ronneby providing tribunal-approved security for the purchase price for the shares and interest to be paid out subsequently. The Trustee has requested a decision from the tribunal regarding advance payment. This entails the majority shareholder paying the purchase price for the shares agreed by the majority shareholder (SEK 30.07) together with interest (the Bank of Sweden’s reference rate plus two percentage points), from the Arbitration Request Date to the date of payment, in connection with the advance vesting of title in connection with the advance vesting of title.

On 20 February 2026, the tribunal ruled on the issues of the right of compulsory acquisition, advance vesting of title and advance payment by means of a “separate award”. In this award, the tribunal found that Ronneby had the right and obligation to buy out the remaining shares in Resurs from the other shareholders, and granted Ronneby advance vesting of title to these shares. Furthermore, Ronneby was ordered to make an advance payment of SEK 30.07 plus interest on this amount from the Arbitration Request Date.

Advance vesting of title was exercised on 5 March 2026, after which previous holdings in Resurs were designated TIA (an abbreviation for the right to the purchase price for the shares as part of the compulsory acquisition). The advance payment was made on 19 March 2026. On that date, SEK 30.63 per share was paid (SEK 30.07 plus interest of SEK 0.56).

The Trustee will now consider whether there are grounds to claim a higher purchase price for the shares than that offered by Ronneby and paid out in the advance payment. The Trustee’s current assessment is that such grounds exist.

The final determination of the purchase price will be decided by the tribunal appointed for the buy-out dispute. If the tribunal or a court ultimately finds that the purchase price exceeds the advance payment amount, the excess purchase price and interest on this amount from the Arbitration Request Date will be paid at a later date.

You do not need to take any active steps to receive the above-described payment for your shares and interest. The Trustee acts on behalf of absent shareholders, and the purchase price for the shares and interest will be paid into the account linked to each minority shareholder’s custody account. For clarity, please note that the arbitration proceedings do not incur costs or carry cost risks for minority shareholders who do not represent themselves in the arbitration.

Currently, it is not possible to make a reliable assessment of how long the arbitration proceedings will take, but proceedings of this nature generally take approximately one to two years from the Arbitration Request Date.

Questions regarding the arbitration proceedings should be addressed to the Trustee at magnus.ramberg@mradvokat.se. Questions regarding the disbursement of the advance payment should be directed to Ronneby’s legal counsel, Roschier Advokatbyrå, at astrid.lundholm@roschier.com.