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2021-10-25

Volvo Car Corporation: Volvo Cars sets fixed listing price at SEK 53 per share and amends offering size

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Press release 25 October 2021

Volvo Cars today announces the decision to amend the terms of its planned IPO on Nasdaq Stockholm. The update below follows the publication of Volvo Cars' prospectus on 18 October 2021 and the announcement of Geely Sweden's share conversion request on 22 October 2021.

  • The Board of Directors of Volvo Cars has today resolved to set a fixed price of SEK 53 per share (within the previously communicated price range) and to reduce the size of the new issue of common shares of class B in the offering to raise gross proceeds of approximately SEK 20 billion. In addition, the main owner, Geely Sweden Holdings AB, has resolved not to exercise the upsize option.
  • The amended offering will result in a free float of 16.0 per cent to 17.9 per cent (depending on exercise of the overallotment option), and will raise sufficient proceeds to fund Volvo Cars' fastest transformer strategy and achieve its mid-decade ambitions.
  • Volvo Cars has received strong additional support from an anchor group of large institutional investors including Första AP-fonden (AP1), Tredje AP-fonden (AP3) and Fjärde AP-fonden (AP4) as well as Alecta Pensionsförsäkring, Ömsesidigt, Folksam and AMF (AMF has increased its investment in addition to its cornerstone commitment), with indications of investments totalling approximately SEK 7.7 billion. This anchor investor support together with the previously announced cornerstone commitments of SEK 6.4 billion amounts to approximately SEK 14.1 billion, corresponding to approximately 71 per cent of the gross proceeds from the new issue of common shares of class B.
  • In addition, there has been overwhelming interest from Swedish and Nordic retail investors with over 90,000 subscriptions to date.
  • A prospectus supplement is being prepared and is, subject to approval by the Swedish Financial Supervisory Authority, expected to be published later today.
  • The application period for retail and institutional investors will be extended with one day. Investors who have already applied to acquire shares in the offering will be entitled to withdraw their applications up to and including 28 October 2021. See timetable below.
  • The first day of trading on Nasdaq Stockholm is expected on 29 October 2021, one day later than previously indicated, to accommodate the extended application period and withdrawal rights.

Håkan Samuelsson, CEO of Volvo Cars, says:

"With the amended structure, we look forward to listing on Nasdaq Stockholm on Friday, which is a major milestone for Volvo Cars. The proceeds raised from the IPO together with our strong balance sheet will secure the funding of our fastest transformer strategy and the delivery of our mid-decade ambitions. We are very pleased with the strong support we have received from long-term institutional investors, and I would also highlight the very high level of demand from retail investors. For all our shareholders, we will work hard to execute our business plan and create further value as a listed company."

Timetable

  • Publication of prospectus supplement:                                        25 October 2021
  • Application period for the general public in Sweden,

Denmark, Finland and Norway:                                                   19-27 October 2021

  • Application period for institutional investors:                                19-28 October 2021
  • Right to withdraw applications:                                                     26-28 October 2021
  • Announcement of final outcome of the offering:                           29 October 2021
  • First day of trading on Nasdaq Stockholm:                                   29 October 2021
  • Settlement date:                                                                            2 November 2021

About Volvo Cars

Volvo Cars is one of the world's fastest growing premium automotive brands (both in terms of units sold and revenue) and is focused on the design, engineering, manufacturing, distribution and sale of premium passenger cars, now with particular focus on sustainability, fully electric cars and direct to consumer relations, including subscription and other new mobility services.

Founded and headquartered in Gothenburg, Sweden in 1927, over the course of its history, Volvo Cars has been a global force for automotive safety and innovation. Volvo Cars has been credited with a number of industry leading innovations that are now standard in cars across the world, such as the three-point safety belt, the side impact protection system, side impact airbags and autonomous emergency braking.

Since Geely Sweden became majority owner of Volvo Cars in 2010, the company has implemented a strategic transformation, from its status as a division within a large automobile group, under its previous majority owner, into a standalone premium automobile brand. Volvo Cars has gone from selling 373,525 cars in 2010 to more than 770,000 cars in over 100 countries during the twelve months ended 30 June 2021.

Moreover, the company is dedicated to full electrification and its intention is to be a pure electric car company by 2030 and the company is also currently undergoing a shift in its business model to a direct sales model in most markets. Volvo Cars' commitment to electrification has also resulted in the launch of Polestar, a progressive stand-alone electric performance car brand, in which Volvo Cars currently own 49.5 per cent. Volvo Cars is also holding 30 per cent of the fast-growing automotive brand LYNK&CO, which focuses on young open-minded urban people through a flexible customer offering.

Advisors

Goldman Sachs Bank Europe SE and Skandinaviska Enskilda Banken AB (publ) are acting as Joint Global Coordinators and Joint Bookrunners in relation to the Offering and the listing of Volvo Cars' shares on Nasdaq Stockholm. BNP Paribas S.A., HSBC Continental Europe, J.P. Morgan AG, Morgan Stanley & Co International plc and Nordea Bank Abp, filial i Sverige, are Joint Bookrunners and Carnegie Investment Bank AB and Swedbank AB are Co-Lead Managers in relation to the Offering. Mannheimer Swartling Advokatbyrå AB is Volvo Cars' and the main shareholder's legal advisor as to Swedish law, and Clifford Chance LLP is Volvo Cars' and the main shareholder's legal advisor as to U.S. law in relation to the Offering and the listing of Volvo Cars' shares on Nasdaq Stockholm. White & Case Advokataktiebolag and White & Case LLP are legal advisors to the Joint Global Coordinators, the Joint Bookrunners and Co-Lead Managers as to Swedish and U.S. law, respectively. Avanza Bank AB (publ), Nordnet AB (publ), SEB and Swedbank AB are acting as Retail Managers in connection with the Offering.

For more information, please contact:

Volvo Cars Media Relations

+46 31-596525

media@volvocars.com

Volvo Cars Investor Relations

Anna Oxenstierna

+46 31-59 00 00

investors@volvocars.com

This information is information that Volvo Car AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 0820 CEST, October 25, 2021.

Important information

This announcement is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and does not constitute an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed offering will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the prospectus (the "Prospectus") expected to be published by Volvo Car AB (publ) (the "Company") in due course in connection with the admission of its common shares of class B to trading on Nasdaq Stockholm ("Admission"). A copy of the Prospectus will, following publication, be available from the Company's website at www.volvocars.com, subject to applicable securities regulations.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of the Company, and such securities (the "Securities") in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. The Securities referred to herein may not be sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or are exempt from registration. Any offering of the Securities described herein has not been and will not be registered under the U.S. Securities Act and accordingly any offer or sale of these Securities may be made only in a transaction exempt from the registration requirements of the U.S. Securities Act. Any Securities sold in the United States will be sold only to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act). There will be no public offering of the Securities referred to herein in the United States.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than Sweden, Denmark, Finland and Norway) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this communication is being distributed only to, and is directed only at, "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who (i) have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (i...

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