Background

Elos Medtech's primary shareholder TA Associates, through EM Intressenter AB, who controls more than 90% of the shares in Elos Medtech, has initiated compulsory redemption of the remaining shares in Elos Medtech and at the same time requested that the shares in Elos Medtech be delisted from Nasdaq Stockholm. Elos Medtech's board of directors resolved on 21 November 2023 to apply for de-listing from Nasdaq Stockholm and Nasdaq Stockholm granted Elos Medtech's application on 22 November 2023. The last day of trading in the share on Nasdaq Stockholm is 19 December 2023.

Compulsory redemption is a process whereby a majority shareholder, who holds at least 90% of the shares in a company, has the right to compulsorily purchase all the minority shareholders' shares in the company.

After the arbitral award on compulsory redemption has become legally binding, the majority shareholder will instruct Euroclear to execute the compulsory redemption and pay the redemption amount. This may take approximately 12-18 months from the majority shareholder's request for compulsory redemption.

Shareholders have the possibility to sell their shares on Nasdaq Stockholm until the last day of trading on 19 December 2023.

Questions and answers – de-listing and compulsory redemption

1. De-listing

1.1 What does the de-listing imply for the company and me as a shareholder?

Elos Medtech's primary shareholder TA Associates, through EM Intressenter AB, who controls more than 90% of the shares in Elos Medtech, has at the same time initiated compulsory redemption of the remaining shares in Elos Medtech and requested that the shares in Elos Medtech be delisted from Nasdaq Stockholm. Elos Medtech's board of directors resolved on 21 November 2023 to apply for de-listing from Nasdaq Stockholm and Nasdaq Stockholm granted Elos Medtech's application on 22 November 2023. The last day of trading in the share on Nasdaq Stockholm is 19 December 2023.

After the de-listing, the company will no longer be subject to the rules, including market disclosure requirements, applicable to a company listed on Nasdaq Stockholm and the shares in the company will no longer be traded on Nasdaq Stockholm.

1.2 Why will Elos Medtech be de-listed?

Elos Medtech's primary shareholder TA Associates, through EM Intressenter AB, who controls more than 90% of the shares in Elos Medtech, has at the same time initiated compulsory redemption of the remaining shares in Elos Medtech and requested that the shares in Elos Medtech be delisted from Nasdaq Stockholm. Elos Medtech's board of directors resolved on 21 November 2023 to apply for de-listing from Nasdaq Stockholm and Nasdaq Stockholm granted Elos Medtech's application on 22 November 2023.

1.3 When will Elos Medtech be de-listed?

The last day of trading for the shares in Elos Medtech on Nasdaq Stockholm is on 19 December 2023

1.4 Am I, as a shareholder, required to do anything?

No, as a shareholder you do not have to do anything in relation to the de-listing unless you are subject to specific requirements in addition to those applicable to shareholders in general. Please contact your bank and/or your legal adviser if you are uncertain how the de-listing will affect you.

1.5 What will happen to my shares?

After the de-listing, you will remain the owner of your shares. However, the shares will not be traded on Nasdaq Stockholm. Please note that the company's majority shareholders have called for compulsory redemption of your shares, which is usually completed within 12-18 months from the initiation of the compulsory redemption by a majority shareholder (see below).

2. Compulsory redemption

2.1 What does the compulsory redemption imply for the company and me as a shareholder?

Compulsory redemption is a process whereby a majority shareholder, who holds at least 90% of the shares in a company, has the right to compulsorily purchase all the minority shareholders' shares in the company in accordance with the Swedish Companies Act (2005:551). Whether such a right exists, as well as the price the majority shareholder is to pay for the minority shareholders' shares, is determined by arbitration.

2.2 When will the compulsory redemption take place?

Compulsory redemption proceedings are usually completed within 12-18 months from the initiation of the compulsory redemption by a majority shareholder, but may last a shorter or longer period of time.

2.3 I do not want to be compulsorily redeemed. Can I continue to own shares?

No, the majority shareholder acquires all shares in the company through the compulsory redemption proceedings. Therefore, once the compulsory redemption proceedings has been completed, you will have your shares compulsorily redeemed by the majority shareholder.

2.4 When will I be paid?

After the arbitral award on compulsory redemption has become legally binding, the majority shareholder will instruct Euroclear to execute the compulsory redemption and pay the redemption amount. This may, as stated above, take approximately 12-18 months from the majority shareholder's request for compulsory redemption. If the majority shareholder requests, and obtains, a so called advance possession to the shares, payment of the amount conceded by the majority shareholder may take place within approximately 4-7 months from the majority shareholder's request for compulsory redemption.

2.5 How much will I be paid?

The compulsory redemption price will be determined by arbitration. The starting point is that minority shareholders should receive compensation corresponding to the listed value of the shares before the compulsory redemption was initiated, but the arbitrators may decide that a different price should apply if there are special circumstances that justify it.

2.6 Am I, as a shareholder, required to do anything?

No, you as a shareholder do not need to do anything in connection with the compulsory redemption proceedings. If you wish to bring your own action or appoint a joint arbitrator under the Swedish Companies Act, this must be done no later than two weeks from the date of the announcement that compulsory redemption has been initiated. Otherwise, the Swedish Companies Registration Office will appoint a trustee to appoint a joint arbitrator for the minority shareholders and to safeguard the rights of absent minority shareholders in the compulsory redemption proceedings.

2.7 Can I sell my shares before the compulsory redemption to avoid the compulsory redemption proceedings?

Yes, shareholders have the possibility to sell their shares on Nasdaq Stockholm until the last day of trading on 19 December 2023. For any sales thereafter or outside the exchange, you should contact your bank (see also point 2.8 below).

2.8 Would the majority shareholder consider buying my shares before or during the compulsory redemption proceedings?

The majority shareholder has not made any decisions in this respect. A shareholder may however approach the majority shareholder directly to offer to sell its shares. Such an offer, together with the shareholder's name, contact details, number of shares and requested price for the shares, may be sent to acicetti@TA.com, and the majority shareholder will revert with an answer.

2.9 I want to represent myself in the compulsory redemption proceedings. What is the procedure for this?

If a shareholder wishes to bring its own action, this must be notified in writing to Elos Medtech no later than two weeks from the date of the announcement that compulsory redemption has been initiated. The notification shall be sent by mail to Elos Medtech AB (publ), Att. Board of Directors, Torsgatan 5B, 411 04 Gothenburg, Sweden.

2.10 Where can I receive information on the status of the compulsory redemption proceedings, and how can I ensure that my shares are redeemed?

The Swedish Companies Registration Office will appoint a trustee to appoint a joint arbitrator for the minority shareholders and to safeguard the rights of absent minority shareholders in the compulsory redemption proceedings. Once a trustee has been appointed, minority shareholders may contact the trustee with any questions about the compulsory redemption proceedings. After the arbitral award on compulsory redemption has become legally binding, the majority shareholder will instruct Euroclear to execute the compulsory redemption and pay the redemption amount. This may, as stated above, take approximately 12-18 months from the majority shareholder's request for compulsory redemption. For any other question, please contact your bank and/or your legal adviser.