In connection with Syncro Group AB’s (“Syncro Group” or the “Company”) directed issue of units on Spotlight Stock Market in September 2021, which was disclosed through press release on 27 September 2021, the Company issued 20,950,076 warrants of series TO3. Each warrant gives the right to subscribe for one (1) new share of series B in the Company. The exercise price for the warrants of series TO3 have been determined to 70 percent of the volume-weighted average price in the Company’s share on Spotlight Stock Market during the measurement period, which ran from and including March 2, 2023, up to and including March 15, 2023. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 0.29, therefore, the exercise price for the warrants of series TO3 is determined to SEK 0.20. The subscription period for warrants of series TO3 runs during the period from and including March 17, 2023, up to and including March 31, 2023.

If all the warrants of series TO3 are exercised, the Company will receive approximately SEK 4.2 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than March 31, 2023 or sell the warrants no later than March 29, 2023.

Please observe that certain nominees might close their application earlier than March 31, 2023.

Summarized terms for the warrants of series TO3:

Subscription period: March 17, 2023 – March 31, 2023.

Issue size: 20,950,076 warrants of series TO3, which entitles to subscription of 20,950,076 shares of series B. If all warrants are exercised, the Company will receive approximately SEK 4.2 million before issuing costs.

Exercise price: SEK 0.20 per share.

Last day for trading warrants of series TO3: March 29, 2023.

Shares, share capital and dilution: If all warrants are exercised the share capital will increase with SEK 2,095,007.60, from SEK 31,468,705.90 to SEK 33,563,713.50. If all warrants are exercised the number of shares in the Company will increase with 20,950,076 shares, from 314,687,059 shares to 335,637,135 shares. In the event that all warrants of series TO3 are exercised, the dilution amounts to approximately 6,24 percent of the number of shares and votes in the Company.

Please note that warrants that are not exercised no later than March 31, 2023, or sold no later than March 29, 2023, will expire without value. For warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants.

How warrants are exercised:

Nominee-registered warrants (Custody account)

Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account)

No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form. The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

The application form including instructions for payment will be available at Syncro Group’s website, www.syncro.group.

Advisers

Mangold Fondkommission AB is financial adviser and Eversheds Sutherland Advokatbyrå AB is legal adviser for Syncro Group regarding the warrants.

For questions regarding the warrant, please contact:

Mangold Fondkommission AB

Telefon: +46 8 5050 1595

E-post:  emissioner@mangold.se

For questions regarding the Company, please contact:

Ebbe Damm, CEO Syncro Group

Phone:  +46 705 46 46 00

E-mail:  ebbe.damm@syncro.group

Olof Lindblom, CMO Syncro Group

Phone:  +46 761 74 28 25

E-mail:  olof.lindblom@syncro.group

Henrik Sundewall, CFO Syncro Group

Phone:  +46 768 77 00 00

E-mail:  henrik.sundewall@syncro.group

About Syncro Group

Syncro enables collaboration between people and brands through innovative tech. We invest in companies that are part of forming the new digital economy and strengthening our market offering. Syncro has offices in Sweden and Denmark, with headquarter in Stockholm.

Syncro Group’s Qualified Adviser on Spotlight Stock Market is Mangold Fondkommission AB.