NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL 

INTRODUCTION AND BACKGROUND

On 2 July 2025, RISMA Systems A/S (“RISMA”) announced that Thor Opco ApS, company registration (CVR) no. 45 70 61 33 ("Thor OpCo") had entered into agreements with shareholders of RISMA representing more than 90% of the share capital and voting rights of RISMA to acquire their RISMA shares for DKK 10.23 per share (the "Transaction").

On 14 August 2025, RISMA announced that settlement of the Transaction had been completed. Thor Opco ApS therefore now holds a total number of 20,241,893 RISMA shares, corresponding to approximately 90.3% of the total share capital and voting rights in RISMA.

As Thor OpCo now holds more than 90% of the share capital and voting rights in RISMA, Thor OpCo has decided to exercise its right to initiate and complete a compulsory acquisition of the shares owned by the remaining minority shareholders of RISMA in accordance with sections 70-72 of the Danish Companies Act (the "Compulsory Acquisition").

As a result of the Compulsory Acquisition, all remaining minority shareholders of RISMA are hereby formally requested to transfer their shares in RISMA to Thor OpCo within a period of four (4) weeks expiring on 16 September 2025 at 23:59 (CEST) (the "Compulsory Acquisition Period").

Additional information about the Compulsory Acquisition is provided below.

PRICE

Thor OpCo's Compulsory Acquisition of RISMA's remaining shares will be conducted at a price of DKK 10.23 per share in RISMA of a nominal value of DKK 0.10 (the "Redemption Price"). The Redemption Price corresponds to the price paid per share in the Transaction.

The Redemption Price will be paid in cash. Any bank fees, brokerage fees and/or other costs that may be imposed on any RISMA shareholder in connection with its sale or transfer of shares in the Compulsory Acquisition shall be borne by said shareholders, and such fees and/or costs shall be of no concern to Thor OpCo or RISMA. This applies irrespective of whether any shareholder of RISMA transfers its RISMA shares to Thor OpCo prior to the expiry of the Compulsory Acquisition Period as described in section 3 or whether such RISMA shares are compulsory acquired by Thor OpCo following expiry of the Compulsory Acquisition Period as described in section 4.

In the event that a minority shareholder does not agree with the Redemption Price, such shareholder may request that the Redemption Price is determined by an expert appointed by the court for the district in which the registered office of RISMA is situated in accordance with section 70(2) of the Danish Companies Act. The expert must determine the Redemption Price in accordance with section 67(3) of the Danish Companies Act. The expert's valuation may be brought before the courts no later than three (3) months after receiving the expert's valuation.

Where the expert's valuation pursuant to section 67(3) of the Danish Companies Act results in a redemption price that is higher than the Redemption Price offered by Thor OpCo, such higher price will also apply to the other RISMA shareholders whose shares are redeemed and who did not request an assessment.

Expenses relating to the expert's valuation must be paid by the minority shareholder who requested such valuation. However, the court may order Thor OpCo to pay the expenses in full or in part where the valuation results in a redemption price that is higher than the Redemption Price offered by Thor OpCo under the Compulsory Acquisition.

INFORMATION ON ACCEPTANCE

Any acceptance of a transfer of RISMA shares shall be notified online via the respective shareholder’s custodian bank or other account holding institution’s web bank solution (if the respective shareholder’s custodian bank or other account holding institution offers such solution) or by completing, executing and submitting the attached acceptance form to the respective shareholder’s custodian bank or other account holding institution, which will then by email or regular mail communicate the acceptance to:

DNB CARNEGIE INVESTMENT BANK, FILIAL AF DNB CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE

Overgaden Neden Vandet 9B

1414 Copenhagen K

Denmark

E-mail: settlement@carnegie.dk

(“Carnegie”)

Any notice of acceptance must be received by Carnegie prior to the expiry of the Compulsory Acquisition Period on 16 September 2025 at 23:59 (CEST). Thor OpCo reserves the right to reject any acceptance that has been submitted conditionally, erroneously or deficiently. The deadline for notification of acceptance to the custodian bank or other account holding institution will depend upon the shareholder's agreement with, and the rules and procedures of, the relevant custodian bank or any other account holding institution. Such time may be earlier than the last day of the Compulsory Acquisition Period.

Any RISMA shareholder whose shares are registered in the name of a custodian, broker, dealer, bank, trust company or other nominee must contact such person or institution if such RISMA shareholder wants to accept the Compulsory Acquisition with respect to their shares. Acceptance of the Compulsory Acquisition for shares registered in the name of an investment manager must be done by the manager on behalf of the RISMA shareholder.

Settlement of the transferred shares in RISMA will take place after expiry of the Compulsory Acquisition Period.

All shares in RISMA transferred to Thor OpCo in accordance with this notice must be free from any charges, liens, encumbrances and other third-party rights of any kind.

PROCESS FOR SHAREHOLDERS NOT SUBMITTING AN ACCEPTANCE IN THE COMPULOSORY ACQUISITION PERIOD

After expiry of the Compulsory Acquisition Period, Thor OpCo will, against payment of the Redemption Price per share of a nominal value of DKK 0.10, compulsorily acquire the shares in RISMA held by the minority shareholders who have not transferred their shares to Thor OpCo prior to the expiry of the Compulsory Acquisition Period, see above under section 3.

Payment of the aggregate Redemption Price will take place through VP Securities A/S (Euronext Securities Copenhagen), and in exchange for such aggregate Redemption Price, ownership of the shares in RISMA held by the minority shareholders who have not transferred their shares in RISMA will concurrently be transferred to Thor OpCo.

After the expiry of the Compulsory Acquisition Period, Thor OpCo will thus be registered as the holder of all outstanding shares in RISMA, and the share register will be updated to reflect that Thor OpCo is the holder of all shares in RISMA.

In addition, Thor OpCo will, in accordance with section 72(3) of the Danish Companies Act, publish a new notice through the Danish Business Authority's IT system to inform the minority shareholders that they may demand an expert opinion on the Redemption Price within a three (3) months' deadline from the time of publication of such statement pursuant to section 72(3) of the Danish Companies Act. This right will be forfeited at the expiry of the three (3) months' period.

19 August 2025

Thor OpCo ApS

DISCLAIMER

The Compulsory Acquisition is not being made, and any transfer of RISMA shares will not be accepted from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdictions, or which would result in breach of any economic or financial sanctions or similar restrictive measures (the "Restricted Jurisdictions"). Persons obtaining this notice and/or into whose possession this notice comes are required to take due note of and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither RISMA, Thor OpCo nor any of their respective advisors nor the settlement bank assume any liability for any violation by any person of any such restrictions. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this notice to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction, before taking any action. The distribution of this notice in jurisdictions other than Denmark may be restricted by law, and, therefore, persons who come into possession of this notice 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.

Statement from the Board of Directors of RISMA Systems A/S (CVR no. 32 76 97 13) on the terms of the Compulsory Acquisition

(the “Statement”)

The board of directors (the “Board of Directors”) of RISMA has received and considered Thor OpCo’s above stated notice (the “Notice”) concerning the compulsory acquisition of any RISMA shares held by the remain-ing minority shareholders of RISMA in accordance with sections 70 and 72 of the Danish Companies Act (the “Compulsory Acquisition”).

Terms defined in the Notice shall have the same meaning when used in this Statement unless explicitly set out herein.

In fulfilment of its obligations set out in section 70(2) of the Danish Companies Act, the Board of Directors makes the following Statement concerning the terms and conditions for the Compulsory Acquisition:

• “The Compulsory Acquisition follows announcement of the Transaction, the completion of which was announced on 14 August 2025.
• Thor OpCo has informed RISMA that Thor OpCo holds more than 90% of the share capital and voting rights of RISMA. Based on such holding of RISMA shares, Thor OpCo is, in accordance with the Danish Companies Act, entitled to carry out the Compulsory Acquisition.
• The Board of Directors notes that the Compulsory Acquisition is made at a price of DKK 10.23 per share in RISMA of a nominal value of DKK 0.10 which corresponds to the price paid per share in the Transaction.
• Reference is made to RISMA’s company announcement No. 8-2025 dated 2 July 2025, where it is mentioned that the price offered by Thor OpCo in the Transaction (which is also applied in the Compulsory Acquisition) represents an attractive premium compared to (i) the share price at announcement and (ii) the average share price over the past twelve months prior to the announcement. The price offered also exceeds the IPO price and any price traded up until the announcement.
• The terms and conditions of the Compulsory Acquisition set out in the Notice have been decided by and remain the sole responsibility of Thor OpCo.”

This Statement is made in accordance with and is subject to applicable Danish law and to the exclusive juris-diction of the Danish courts.

Copenhagen, 19 August 2025

The Board of Directors of RISMA Systems A/S

Acceptance Form

(To be submitted to the shareholder’s custodian bank or account holding institution for endorsement and processing).

This acceptance form (the "Acceptance Form") shall be used when accepting the compulsory acquisition by Thor OpCo ApS of the remaining shares in RISMA Systems A/S not held by Thor OpCo ApS against payment of the redemption price of DKK 10.23 per share in RISMA Systems A/S of a nominal value of DKK 0.10 (the “Compulsory Acquisition”) on the terms and conditions set forth in the notice on the compulsory acquisition to the shareholders of RISMA Systems A/S dated 19 August 2025 (the "Notice"), to which this Acceptance Form is attached.

Acceptance of sale of shares in RISMA Systems A/S, company registration (CVR) no.: 32 76 97 13

Acceptance must take place through the shareholder's custodian bank or account holding institution in due time to allow the custodian bank or account holding institution to process and communicate the acceptance to DNB CARNEGIE INVESTMENT BANK which must have received such acceptance no later than 19 September 2025 at 23:59 (CEST).

I/we, the undersigned, hereby represent that the shares sold in connection with the Compulsory Acquisition on the terms set out in the Notice are free from any and all charges, pledges, liens and other encumbrances. I/we, the undersigned, will pay all bank fees, brokerage fees and/or other costs in connection with the sale of shares in RISMA Systems A/S.

Subject to the terms set out in the Notice, I/we hereby accept the Compulsory Acquisition of payment of DKK 10.23 for each RISMA Systems A/S share of a nominal value of DKK 0.10 and place an order for sale of the following number of shares of DKK 0.10 nominal value in RISMA Systems A/S (ISIN securities code DK 0061534377):

By accepting Compulsory Acquisition, the tendering shareholder confirms and any custodian, account holding institution, manager, representative, fiduciary or other intermediary submitting the acceptance on behalf of the holder is deemed to represent, warrant and confirm that the shareholder:

1. Is not present or resident in any jurisdiction in which the making or acceptance of the Compulsory Acquisition would not be in compliance with the securities or other laws or regulations of such jurisdiction, or would require any registration, approval or filing with any regulatory authority not expressly contemplated by Notice document relating to the Compulsory Acquisition (the “Restricted Jurisdictions”) at the time of obtaining the Notice, this acceptance form or any other documents or information relating to the Compulsory Acquisition and has not and will not send, transmit or in any other way distribute such documents or information in or into a Restricted Jurisdiction;
2. Will not, directly or indirectly, use mail or any other means of communication in a Restricted Jurisdiction in connection with the Compulsory Acquisition;
3. Is not present or resident in a Restricted Jurisdiction at the time of accepting the terms of the Compulsory Acquisition, at the time of returning the acceptance or this acceptance form or by acceptance of the Compulsory Acquisition through other valid means, or at the time of giving the order or instruction to accept the Compulsory Acquisition (whether orally or in writing);
4. Is not the subject or target, directly or indirectly, of any economic or financial sanctions administered or enforced by any body of the US government, the European Union, any member state thereof, the United Kingdom or the United Nations;
5. Is not a national of or present, resident or domiciled in any country or other territory subject to comprehensive, countrywide sanctions under any laws or regulations, which, as of the date of the Compulsory Acquisition, include, but is not limited to, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Sevastopol, Kherson, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Syria, Russia and Belarus (subject to applicable exemptions);
6. If acting as a custodial, nominee, trust, fiduciary, agency or other capacity as an intermediary, then either (i) has full investment discretion with respect to the shares covered by the acceptance or (ii) the person on whose behalf it is acting has authorised it to make the foregoing representations and is not present or resident in a Restricted Jurisdiction at the time such person instructed such custodian, nominee, trustee, fiduciary, agent or intermediary to accept the Compulsory Acquisition on such person’s behalf, and such custodian, nominee, trustee, fiduciary, agent or other intermediary is processing that acceptance as part of its normal securities custodial function; and
7. The shares sold to Thor OpCo ApS pursuant to the Compulsory Acquisition are free from any and all charges, pledges, liens and other encumbrances.

I/we permit the effectuation of the sale by transfer of the RISMA Systems A/S shares from my/our custodian bank account or account holding institution with:

The proceeds from the RISMA Systems A/S shares sold must be transferred to the cash account connected to the custody account where the shares are placed prior to the sale.

I/we confirm that the name and address stated by me/us in the signature box below are identical to the name and address specified in the statement of account for the above account.

Acknowledgement of applicable bank transfer and/or currency exchange fees

I/we accept and acknowledge that I/we are liable for any applicable bank transfer and/or currency exchange fees charged by the recipient bank as a result of receipt of the proceeds from RISMA Systems A/S shares transferred to me/us by Thor OpCo ApS. The proceeds from the RISMA Systems A/S shares will be paid and transferred in Danish kroner, and if they are transferred to a bank outside Denmark, the recipient bank may exchange them into the local currency of the relevant bank at a rate of exchange to be determined by the recipient bank in its sole discretion. I/we accept and acknowledge that rates of exchange may fluctuate, and I/we accept the risk of such fluctuations.

I/we hereby confirm and accept disclosure of this acceptance form and the information provided herein by and between DNB CARNEGIE INVESTMENT BANK and my/our custodian bank or account holding institution for the purpose of accepting the Compulsory Acquisition.

Information about the tendering shareholder and signature:

The undersigned custodian bank or account holding institution agrees to transfer the above RISMA Systems A/S shares to DNB CARNEGIE INVESTMENT BANK if Thor OpCo ApS determines in its reasonable discretion that this acceptance form is in accordance with the Compulsory Acquisition:

Information to the custodian bank or account holding institution:

Upon endorsement of this acceptance form, the shareholder’s custodian bank or account holding institution shall no later than by Tuesday 16 September 2025 at 23:59 (CEST) have submitted the acceptance of the Compulsory Acquisition to DNB CARNEGIE INVESTMENT BANK.

Persons accepting the Compulsory Acquisition may submit personal data to DNB CARNEGIE INVESTMENT BANK. Personal data submitted to DNB CARNEGIE INVESTMENT BANK will be processed in data systems to the extent necessary for the purpose of providing services and processing cases at DNB CARNEGIE INVESTMENT BANK. Personal data obtained from a party other than the customer to which the processing relates may also be processed. Personal data may also be processed in data systems of companies and organisations with which DNB CARNEGIE INVESTMENT BANK collaborates. Information about the processing of personal data is provided by DNB CARNEGIE INVESTMENT BANK, which also accepts requests for rectification of personal data. Personal data may be obtained DNB CARNEGIE INVESTMENT BANK in connection with the settlement of Compulsory Acquisition in VP Securities A/S (Euronext Securities Copenhagen). For additional information about the processing of personal data by DNB CARNEGIE INVESTMENT BANK, see https://www.carnegie.dk/en/about-dnbcarnegie/behandling-af-personoplysninger-2/.

This Acceptance Form and the Compulsory Acquisition are subject to and governed by applicable Danish law and to the exclusive jurisdiction of the Danish courts.

AttachmentsThor OpCo ApS - Notice on compulsory acquisition pursuant to section 70 of the Danish Companies Act.pdf