RISMA Systems A/S | Total number of voting rights and capital

Company Announcement No. 11-2025

Copenhagen, 12 August, 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

On 2 July 2025, RISMA Systems A/S ("RISMA") announced that Thor Opco ApS (a company controlled by Triple Private Equity) ("Triple") had entered into binding share purchase agreements with shareholders and warrantholders representing approximately 90.2% of the share capital and voting rights in RISMA (on a fully diluted basis) to acquire their shares (the "Share Purchase Agreements"). Please refer to RISMA's announcement of 2 July 2025 (no. 8-2025).

Following signing of the Share Purchase Agreements, RISMA's board of directors, in accordance with RISMA's articles of association and existing warrant agreements, decided to open an exercise window and extraordinarily allow exercise of up to 721,389 warrants, as Triple, who is an unrelated third party, will acquire more than 33 per cent of the share capital in RISMA.

The exercise window has now expired, and RISMA's warrantholders have, in aggregate, submitted notices to exercise a total of 710,500 warrants.

On this background, RISMA announces that the company's capital has been increased by 710,500 new shares with a nominal value of DKK 0.10 each, corresponding to an increase of the share capital with nominally DKK 71,050.00.

The shares are subscribed in cash at DKK 5.57 per share. The proceeds to RISMA amount to DKK 3,957,385.00.

Each share of nominally DKK 0.10 carries one vote at general meetings in RISMA.

Registration of the capital increase with the Danish Business Authority was completed on 12 August 2025. Following the registration, the new shares are expected to be admitted to trading on on Nasdaq First North Growth Market Denmark as soon as possible under the ISIN code of RISMA’s existing shares (ISIN DK0061534377).

Triple has informed RISMA that it intends to request the board of directors of RISMA to submit a request to Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") for removal from trading of the RISMA shares on Nasdaq First North Growth Market after completion of the Share Purchase Agreements. Subject to approval from Nasdaq Copenhagen, removal from trading is expected to take place shortly after such completion. Furthermore, Triple is expected to initiate a compulsory redemption in accordance with sections 70 and 72 of the Danish Companies Act on the first business day after removal from trading.

Certified Adviser for RISMA
HC Andersen Capital
Pernille F. Andersen
Head of Advisory
Phone: +45 30 93 18 87
E-mail: ca@hcandersencapital.dk
Bredgade 23B 2., 1260 Copenhagen C, Denmark 

Contact information

RISMA:
Lars Nybro Munksgaard, CEO & Founder
Mobile (+45) 31 48 11 00
e-mail: lnm@rismasystems.com
RISMA Systems A/S
Ejby Industrivej 34-38, 2600 Glostrup, Denmark

About RISMA Systems A/S

RISMA is a leading SaaS company helping organizations structure, handle, and document their efforts across the business-critical areas of Governance, Risk, and Compliance. RISMA’s unique and user-friendly GRC suite makes cross-organizational collaboration easy to demonstrate and report on regulations and standards such as GDPR & Privacy, ISMS, Risk Management, Financial Controls, ESG and sustainability – and much more. RISMA is listed on Nasdaq First North with a mission to become a leading GRC platform for medium and enterprise businesses and organizations.

About Triple Private Equity
Established in 2023, Triple Private Equity is a buy-out-focused private equity firm with offices in London and Copenhagen and EUR 340m in AUM. Triple Private Equity specialises in supporting and scaling mission-critical SME B2B software and data companies operating in Financial Infrastructure, as well as Governance, Risk, and Compliance (GRC). Triple Private Equity invests in high-quality SMEs located in the UK and Northern Europe - regions characterised by strong academic ecosystems, deep technical talent pools, innovation-friendly policies, and robust access to key markets. Triple Private Equity's investment strategy is centred around the “3 T’s”: strong commercial Traction, scalable Technology, and leading Talent. www.triple.pe.

Disclaimer

This announcement does not constitute an offer or invitation to purchase any securities in RISMA or a solicitation of an offer to buy any securities in RISMA, pursuant to the contemplated transaction or otherwise. 

Restricted jurisdictions 

The contemplated transaction referred to in this announcement is not being made, and the remaining shares in RISMA will not be accepted for acquisition from or on behalf of any person, in any jurisdiction where such acquisition would be in violation of applicable securities laws or other laws or regulations of such jurisdiction. Persons obtaining this announcement and/or into whose possession this announcement comes are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Triple nor any of its advisors accepts any liability for any violation by any person of any such restriction.

Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this announcement to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this announcement in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this announcement should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

AttachmentsRISMA - Announcement regarding capital increase as a result of exercise of warrants.pdf