[Last updated: 1 February 2026, unless otherwise noted]

Initiation of the listing process and the appointment of a Listing Auditor

An issuer may at any time request to initiate a listing process at Nasdaq Stockholm and the exchange will normally arrange a meeting with the issuer to discuss the listing process. If a listing process is initiated by Nasdaq Stockholm, it aims to ensure that the issuer, its board of directors and its management meet the exchange's suitability requirements and have adequate systems for financial management and disclosure of information to the public. These requirements must be met throughout the issuer's time as a listed issuer on Nasdaq Stockholm. All particulars provided by the issuer to the exchange during the listing process are treated confidentially.

If the issuer and Nasdaq Stockholm agree to initiate the listing process, the issuer is required to appoint a "Listing Auditor" as set out and described in the section entitled Principal listing and maintenance requirements and procedures. The fee for a Listing Auditor is normally in the range of approximately SEK 950,000 to SEK 1,300,000 (approximately US$103,151 to US$141,154) exclusive of VAT. Fees related to a listing on Nasdaq Stockholm are described in the section entitled Fees.

The assessment from the Listing Auditor includes, among others:

• An evaluation of whether the issuer meets the listing requirements designed to ensure fair, orderly and efficient trading in the shares.
• Whether the issuer will be able to comply with the listing requirements and in particular the requirements pertaining to disclosure of financial and other share price-sensitive information.
• Whether the issuer's board of directors and members of management are capable of managing the issuer's responsibilities towards Nasdaq Stockholm and the stock market in general.
• The information provided in the prospectus prepared by the issuer.

After the assessment has been completed, the issuer will submit the Listing Auditor's report to Nasdaq Stockholm reflecting the Listing Auditor's considerations. In addition to the report, the Listing Auditor will also provide the exchange with a recommendation on whether it is appropriate to list the shares or not.

The entire listing process takes approximately four to six months to complete, in each case depending on the particular circumstances.

Legal and tax examination

Prior to the listing, a legal and tax examination of the issuer must be conducted. the legal examination (not applicable to tax) must be carried out by an attorney (Sw. advokat). The legal and tax examination must include, among other things:

• A statement as to whether material legal and tax risks are adequately described in the prospectus.
• A review of material agreements to which the issuer is a party.
• An assessment of the issuer's tax position, performed independently.
• Confirmation that the issuer's corporate formalities have been properly handled.
• An assessment of whether the issuer's board of directors and members of management meet the requirements of the Rulebook and the Swedish Code of Corporate Governance (the Code), and whether there are any other impediments to the listing, including with respect to honesty and integrity of the issuer's board members and management.

The Listing Auditor must be provided with a written summary report of material observations from the legal examination, and the issuer must ensure that the Listing Auditor has access to the information required in order to carry out the listing assessment. The Listing Auditor may request a separate or supplementary legal review if specific legal or regulatory issues are considered material for the Listing Committee's decision.

Required documentation

The following documents must be submitted to Nasdaq Stockholm no later than five working days prior to the meeting with the Listing Committee:

• Formal request for admission assessment, by means of which the issuer requests Nasdaq Stockholm's assessment as to whether the issuer fulfills the listing requirements.
• Excerpt from the minutes of a board meeting resolving the request.
• A draft prospectus.
• A completed sanctions screening information request form.
• A certificate of incorporation from the Swedish Companies Registration Office or, if the issuer is not domiciled in Sweden, from an equivalent authority in the issuer's home jurisdiction.
• A company classification form (to be sent by e-mail to Nasdaq Stockholm).

Prior to the first day of trading, the following documents must also be submitted to Nasdaq Stockholm:

• Formal application for admission to trading, by means of which the issuer requests admission to trading of their financial instruments.
• A certificate from an authorized authority approving the prospectus (for Swedish issuers, the SFSA).
• Electronic copy of the approved prospectus.
• A certificate of distribution of shares.

An issuer will not be deemed to have filed a complete application until Nasdaq Stockholm has been provided with all the above information. The issuer must also sign a listing agreement with the exchange and undertake to comply with the Rulebook prior to the first day of trading. The listing agreement is a short document where the issuer undertakes to adhere to the rules, as applicable from time to time, and be subject to sanctions which could follow from a potential breach of the rules.

The Listing Committee is the body that assesses whether the issuer fulfils the listing requirements and whether the issuer's financial instruments should be admitted to trading on Nasdaq Stockholm. The Listing Committee is a committee under the board of directors of Nasdaq Stockholm and convenes regularly and as requested by an issuer.

If the issuer is unable to fulfill some of the listing requirements, the exchange may grant an exception provided that the purpose of the listing requirement is not jeopardized, and the purpose of the requirement can be fulfilled by other means. The exemption granted must be disclosed by the issuer. The Listing Committee can make an advance ruling regarding the listing requirements.

Prospectus

In accordance with the (EU) Prospectus Regulation, and in order to complete the listing process, an applicant issuer must prepare and publish a prospectus which must be scrutinized and approved by the relevant national competent authority, the SFSA if the issuer is domiciled in Sweden.

If the applicant issuer is domiciled in another country than Sweden, but within the EEA, the issuer must submit the prospectus to Nasdaq Stockholm together with a certificate of approval by the national competent authority in the issuer's home jurisdiction. The certificate of approval must include any applicable exemptions or derogations from the requirements in the Prospectus Regulation that may have been granted. In addition, the issuer must provide a confirmation that the approved prospectus has been passported and submitted to the SFSA. The exchange may require that the applicant issuer posts supplementary information on its website (i.e., not in the prospectus) if it considers the information to be important and in the interest of the investors. The board of directors is responsible for the prospectus and its contents.

Passporting of a prospectus

A prospectus that has been approved by a national competent authority within the EEA may be passported into Sweden, provided that the prospectus is prepared in English or Swedish together with a Swedish translation (if the prospectus is in English) of the prospectus summary and is submitted to the SFSA. The prospectus summary must be capable of being reviewed as a standalone document by investors.

Prospectus exemptions when an offering of securities is made to the public

When securities are offered to the public, a prospectus must normally be prepared by the issuer and approved by the relevant national competent authority. However, there are exemptions from the prospectus requirements including under the following circumstances:

• The offer to the public where the total consideration in the offering is less than €2.5 million (approximately US$2.94 million), total of the last twelve months (note however that based on the EU harmonization through the Listing Act, the Swedish government has proposed setting this prospectus exemption threshold at €12 million (approximately US$14.09 million) from 5 June 2026).
• The offer of securities is directed solely to qualified investors.
• In a country within the EEA, the offer is directed to fewer than 150 natural or legal persons per Member State, other than qualified investors.
• The offer relates to a purchase of transferable securities for a sum equivalent to not less than €100,000 (approximately US$117,454) for each investor.
• Each of the transferable securities has a nominal value equivalent to not less than €100,000 (approximately US$117,454).

Approval

The Listing Committee makes the decision on whether or not to approve the applicant issuer's listing application, provided that the SFSA formally approves the prospectus. Prior to the decision, the Listing Committee reviews the Listing Auditor's final report and may also set up a meeting with the issuer in order to verify that the listing requirements are satisfied and that the issuer is able to meet all the requirements of the listing agreement (for example, the undertaking of adherence to the Rulebook), including the Code. For more information about the Code, please see below under Corporate Governance.