NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Aiforia Technologies Plc ("Aiforia" or the "Company") announced on 5 November 2021 that it is planning an initial public offering (the "Offering") and listing of its shares on Nasdaq First North Growth Market Finland ("First North"). Aiforia announces today the preliminary price range for the contemplated Offering. The subscription period for the contemplated Offering is expected to commence on 29 November 2021 at 10:00 a.m. EET.

The Offering in Brief:

• The preliminary price range in the Offering is a minimum of EUR 5.01 and a maximum of EUR 6.51 per share (the "Preliminary Price Range").
• Aiforia aims to raise gross proceeds of approximately EUR 27 million by offering preliminarily a maximum of 5,393,657 Aiforia's new shares ("New Shares") for subscription in the Offering. Depending on the demand situation, the Company has the right to increase the number of the New Shares offered in the Offering by a maximum of 998,004 shares (the "Upsize Option"). The final number of the shares offered will be determined on the basis of the final price per share (the "Final Subscription Price"). The final subscription price in the Personnel Offering (as defined below) is 10 percent lower than the Final Subscription Price, i.e., the Final Subscription Price in the Personnel Offering is a minimum of EUR 4.51 and a maximum of EUR 5.86 per share.
• Aiforia's resulting market capitalisation would be approximately EUR 127–157 million based on the Preliminary Price Range, assuming that Aiforia would raise gross proceeds of approximately EUR 27 million in the Offering. Aiforia's market capitalisation following the Offering would be approximately EUR 135–165 million based on the Preliminary Price Range assuming that the Over-Allotment Option (as defined below) and the Upsize Option are exercised in full, and correspondingly the aggregate gross proceeds raised in the Offering would amount to EUR 35 million.
• The Offering consists of (i) a public offering to private individuals and entities in Finland (the "Public Offering"), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the "Institutional Offering"), and (iii) a personnel offering to the permanent employees of the Company and its subsidiaries outside of the United States and the members of the Board of Directors and Management Team of the Company as well as the CEO ("Personnel Offering"). Unless the context indicates otherwise, the New Shares and the Additional Shares (as defined below) are together referred to as the "Offer Shares".
• Preliminarily a maximum of 998,004 Offer Shares are offered in the Public Offering, preliminarily a maximum of 4,750,499 Offer Shares are offered in the Institutional Offering and preliminarily a maximum of 44,356 Offer Shares are offered in the Personnel Offering.
• In connection with the Offering, Aiforia would commit and the members of the board of directors and the management team as well as current shareholders of Aiforia have committed to lock-up arrangements of 180 days, and persons participating in the Personnel Offering shall commit to lock-up arrangements of 360 days.
• The Company is expected to grant Swedbank AB (publ), who acts as stabilizing manager (the "Stabilizing Manager"), an over-allotment option which would entitle the Stabilizing Manager to subscribe for a maximum of 598,802 new shares in the Company (the "Optional Shares") at the Final Subscription Price to cover possible over-allotments in connection with the Offering (the "Over-Allotment Option"). The Over-Allotment Option would be exercisable within 30 days from the commencement of trading of the shares on First North.
• The Stabilizing Manager and Aiforia are expected to agree on a share issue and redemption arrangement related to the stabilization in connection with the Offering. Pursuant to such arrangement, the Stabilizing Manager may subscribe for a number of new shares in the Company (the "Additional Shares") equal to the maximum number of the Optional Shares to cover any possible over-allotments in connection with the Offering.
• Certain funds managed by entities owned by Aktia Bank Plc, Acme Investments SPF Sarl, Aderno Oy, DAKAR Oy, Moomin Characters Oy Ltd, Verman Group Oy, Sto-Finance Ltd, Suotuuli Oy, Thomasset Oy, UB Asset Management Ltd on behalf of its certain clients, certain funds managed by UB Fund Management Company Ltd, certain funds managed by Sp-Fund Management Company Ltd, Joensuun Kauppa ja Kone Oy, Taloustieto Incrementum Oy, Markku Kaloniemi, Mikko Laakkonen and Timo Soininen (the "Cornerstone Investors") have, subject to certain conditions, committed to subscribe for Offer Shares in aggregate EUR 20.87 million in the Offering provided that the combined value of the Company's shares does not exceed the maximum valuations set forth in the subscription undertakings. Cornerstone Investors, whose subscription commitments amount to EUR 13.5 million in total, have committed to subscribe for Offer Shares provided that the imputed Final Subscription Price does not exceed EUR 6.01. The terms and conditions of the Cornerstone Investors' subscription undertakings are described in the prospectus prepared in connection with the Offering.
• The Offer Shares may represent a maximum of approximately 19.0 percent of Aiforia's shares and votes after the Offering, assuming that (i) the Over-Allotment Option and the Upsize Option are not exercised (approximately 23.3 percent of the shares and votes, assuming that the Over-Allotment Option and the Upsize Option are exercised in full), and (ii) the Final Subscription Price is in the middle of the Preliminary Price Range and that (iii) in the Personnel Offering a maximum of 38,580 Offer Shares will be subscribed.
• The subscription period for the Public Offering, the Institutional Offering and the Personnel Offering is expected to commence on 29 November 2021 at 10.00 a.m. EET.
• The subscription periods for the Public Offering and the Personnel Offering end on 8 December 2021 at 4:00 p.m. EET. The subscription period for the Institutional Offering ends on 9 December 2021 at 11:00 a.m. EET.
• Aiforia intends to submit an application to Nasdaq Helsinki Ltd for the listing of the shares on First North under the trading code AIFORIA. Trading in the shares is expected to commence on First North on or about 10 December 2021 provided that Nasdaq Helsinki Ltd accepts Aiforia's listing application.

Jukka Tapaninen, Aiforia's CEO, comments:

"Our software solutions utilising artificial intelligence bring computational analysis to aid pathologists in visual diagnostics of disease. Aiforia provides high quality AI solutions for image diagnostics aiming to enable personalised and better treatment of patients. The benefit to the patient may come from more accurate and efficient diagnostics as well as from enhanced drug development and medical research.

We aim to raise gross proceeds of approximately EUR 27 million through the Offering to enable our growth strategy. The proceeds raised are intended to be used primarily for sales and marketing, research and development, as well as for other operational purposes. I am delighted that we are able to offer new investors a possibility to take part in Aiforia's journey."

Pekka Mattila, Chairman of the Board of Directors of Aiforia, comments:

"Aiforia aims to be a global leader in AI-assisted tissue sample analytics. Fast, accurate, reproducible and cost-efficient analytics plays a key role in both the development of new drugs and in different applications of clinical diagnostics. The company has a growth strategy, the implementation of which relies on the company's strengths: Aiforia has existing AI-technology and versatile software solutions, which can be customised to suit the clients' needs. The cloud-based platform presents an opportunity for managing, sharing and analysing large image files. I consider the high-level competence of Aiforia's management and personnel particularly in pathology and artificial intelligence a key strength. The planned IPO is an important step to support Aiforia's growth strategy."

Background and reasons for the Offering

Aiforia's business model is based on the development and utilisation of artificial intelligence ("AI") models in the analysis of tissue and cell samples relating to medical research and diagnostics. Software solutions offered by Aiforia are aimed at automating diagnostic analyses and the most laborious parts of image-based diagnostics by utilising deep learning AI models and cloud-based image management.

Aiforia's AI models can identify and calculate details in tissue samples which are challenging or laborious to identify or calculate visually when supporting tools are not used. The purpose of Aiforia's AI models is therefore to improve the efficiency of analysing samples and produce more accurate results. Aiforia believes that AI models can improve the accuracy of diagnosis and improve identifying patients who are more likely to benefit from certain treatments.

The objective of the contemplated Offering is to enable Aiforia's growth strategy with the proceeds raised in the Offering. The Offering is expected to increase the general interest of the investors, business partners and clients towards Aiforia, as well as to enhance the Company's ability to recruit and engage key employees. In addition, the Offering allows Aiforia an access to capital markets as well as expands the Company's owner base with domestic and foreign investors. The Offering allows Aiforia to increase liquidity in the future as well as to use the Company's shares more efficiently in employee remuneration.

The proceeds from the Offering are intended to be used to support Aiforia's growth strategy with investments in sales and marketing, research and development, as well as in other operational purposes.

Publication of the Finnish Prospectus

Aiforia has submitted a Finnish language prospectus prepared in connection with the Offering (the "Finnish Prospectus") for approval by the Finnish Financial Supervisory Authority (the "FIN-FSA"). The FIN-FSA is expected to approve the Finnish Prospectus on or about 26 November 2021. The Finnish Prospectus will be available no later than on 29 November 2021 before the commencement of the subscription period on Aiforia's website at investors.aiforia.com/fi/listautuminen, on UB Securities Ltd's website at www.unitedbankers.fi/fi/IPO/aiforia and on Nordnet Bank AB's website at www.nordnet.fi/fi/aiforia. An English language document prepared on the basis of the Finnish Prospectus will be available on or about 29 November 2021 on the following websites: investors.aiforia.com/ipo and www.unitedbankers.fi/en/IPO/aiforia.

Important dates

Advisors

Swedbank AB (publ) and UB Securities Ltd are acting as joint global coordinators and joint bookrunners (together the "Joint Global Coordinators") in the contemplated Offering. Krogerus Attorneys Ltd is the legal adviser to Aiforia. Borenius Attorneys Ltd is the legal adviser to the Joint Global Coordinators. Hill+Knowlton Strategies is acting as communications adviser to Aiforia. If the contemplated Offering is completed, UB Securities Ltd will act as Aiforia's certified adviser in accordance with the Nasdaq First North Growth Market Rulebook.

Further enquiries

Jukka Tapaninen, CEO, Aiforia Technologies Plc, tel. +33610416686
Veli-Matti Parkkonen, CFO, Aiforia Technologies Plc, tel. +358405009878

Information about Aiforia

Aiforia equips pathologists and scientists in preclinical and clinical labs with powerful deep learning artificial intelligence software for translating images into discoveries, decisions, and diagnoses. The cloud based Aiforia products and services aim to escalate the efficiency and precision of medical image analysis beyond current capabilities, across a variety of fields from oncology to neuroscience. Our mission is to provide high-quality AI solutions for image-based diagnostics, enabling personalized and better care for patients. Find out more: www.aiforia.com 

IMPORTANT INFORMATION

Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful.

The information contained herein does not constitute, or form part of, an offer to sell or a solicitation of an offer to purchase, any securities in the United States. The securities of Aiforia Technologies Plc (the "Company") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration except pursuant to an exemption from registration. The Company does not intend to register any portion of the offering in the United States under the Securities Act or to offer securities to the public in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company or the selling security holder and will contain detailed information about the Company and management, as well as financial statements.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Swedbank AB (publ) or UB Securities Ltd assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State other than Finland. As a result, the securities may only be offered in the United Kingdom and in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended, and as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Full terms, conditions and instructions for the contemplated initial public offering will be included in the prospectus that will be prepared by the Company in connection with the contemplated initial public offering. The prospectus will be published on the website of the Company at www.investors.aiforia.com/ipo.

An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.

FORWARD-LOOKING STATEMENTS

Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.