Fayes Investeringar 1 AB has requested that Awardit call for an EGM to elect new board representatives

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America (the “US”), or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law or otherwise contemplated in connection with the Offer. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this press release and in the Offer Document (as defined below).

On 21 May 2024, Fayes Investeringar 1 AB (“Fayes”) announced it had decided to complete the recommended cash offer to the shareholders of Awardit AB (publ) (“Awardit” or the “Company”) and thereby become the majority owner of 61.5 per cent of the shares. In capacity of majority shareholder in Awardit, Fayes has per 23 May 2024 requested that the Board of Directors of Awardit call to an EGM to elect new board representatives.

Polaris has been an owner in the listed company since the end of 2023 and is confident in managing, via Fayes, Awardit in both a public and private environment. As the majority owner of Awardit, Fayes will now work towards making changes deemed necessary as well as substantial and immediate investments in the platform to create conditions to enable future organic growth, integrate acquired companies, and ensure financial control.

As an initial step, Fayes has requested that the Board of Directors in Awardit call for an EGM to elect new board representatives, a move also supported by the nomination committee. Fayes sees it as crucial to have an effective board that can successfully drive the Company forward. Fayes has therefore proposed that Sanna Suvanto-Harsaae will take the role of Chair of the Board. Currently, Sanna Suvanto-Harsaae chairs the boards of Finnair, Orthex, Posti Group and BoConcept. Fayes has also proposed the re-election of the current Board members Niklas Lundqvist and Simon Damkjær Wille. The proposal means that the board will be reduced from the current five (5) board members to three (3) board members.

Fayes also believes it is necessary for the Company to focus its efforts on larger and more transformative acquisitions than before. Acquisitions of a larger magnitude will require Awardit to have the financial flexibility to complete such acquisitions. In order to improve Awardit's financial position and increase flexibility in the event of future acquisitions, Fayes has further proposed that the EGM resolves to authorize the Board of Directors to, on one or several occasions up to the next Annual General Meeting, resolve on new issues of shares with preferential right for Awardit’s shareholders. The proposed authorisation also includes a right to, with deviation from the shareholders’ preferential right, resolve on new issues by contribution in kind or payment by set-off. The number of shares that may be issued by virtue of the proposed authorization shall be within the limits of Awardit’s articles of association and not exceed fifty (50) percent of the total number of shares in Awardit at the time of the 2024 Annual General Meeting. If the EGM resolves to approve the proposed authorization, it will replace the authorization to issue new shares that was approved at the 2024 Annual General Meeting.

Simon Damkjær Wille, Partner, Polaris:

“Changing the board of directors is the first step of many to start executing on our strategy. We feel very confident in having proposed Sanna as Chair of the Board and believe that the new Board will be able to steer the Company towards the necessary changes required. We are long-term owners and have a long and demanding journey ahead of us. The situation that the Company is in currently inrequires us to ramp-up platform investments starting with a full-scale strategy project during Q2/Q3 with the aim of getting the Company back to positive organic growth. We will also be focusing on making larger and more transformative M&A deals that we believe will ultimately create value and be necessary for Awardit to stay ahead of the rapid product and technological evolution.”

The shareholders in Awardit are offered SEK 132 in cash per share, which corresponds to SEK 129.7 per share when adjusted for the dividend[1]. To give the remaining shareholders in Awardit time to tender their shares, Fayes decided on 21 May 2024 to extend the acceptance period for the offer until 10 June 2024. Payment of consideration for the shares tendered in the offer up to and including 10 June 2024 will be initiated around 14 June 2024.

Fayes Investeringar 1 AB

The Board of Directors

The press release was submitted for publication on 24 May 2024 at 08:00 (CEST).

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