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Increase of shares in PowerCell Sweden – private placement registered

 
 

The leading Nordic fuel cell company PowerCell Sweden AB (publ) has, in accordance with already published information, completed a directed share issue of 6,716,418 shares. The directed share issue has now been registered with the Swedish Companies Registrations Office.

In accordance with already published information, PowerCell Sweden AB (Publ) has completed a directed share issue of 6,716,418 shares. The directed share issue has now been registered with the Swedish Companies Registrations Office. The share capital and the amount of registered and outstanding shares in the company have thereby increased during May 2017.

The share capital in the company amounts, after the registration, to SEK 1,113,017.820 and the total amount of registered and outstanding shares  amounts to 51 500 810 shares and 51 500 810 votes.

Gothenburg, Sweden, May 12, 2017

For further information, please contact:

Per Wassén
CEO, PowerCell Sweden AB (publ)
Phone: +46 (31) 720 36 20
Email: per.wassen@powercell.se

Files for download:
PowerCell Pressrelease 2017-05-12 English.pdf

This information is insider information that PowerCell Sweden 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 08:45 CET on May 12, 2017.

About PowerCell Sweden AB (publ)
PowerCell Sweden AB (publ) is the leading fuel cell company in the Nordics, which develops and produces environmentally friendly power systems for stationary and mobile customer applications.

PowerCell has developed a modular system of fuel cell platforms, powered by clean environmentally friendly produced hydrogen where only electricity, heat and water are emissions. The fuel cells are also designed to handle the reformed hydrogen from e.g. biogas, natural gas, biodiesel or standard diesel.

In case hydrogen infrastructure is missing, PowerCell has combined its leading fuel cell and reformer technology and developed a fuel cell system, PowerPac, which converts standard diesel, with hydrogen, into electricity. This is done in an energy efficient and environmentally friendly way, in which emissions of carbon monoxide, nitrogen oxides and particles are completely eliminated and the carbon dioxide is greatly reduced compared with a conventional diesel engine.

PowerCell Sweden AB (publ) is listed on First North at Nasdaq Stockholm and is an industrial spinout from the Volvo Group. G&W Fondkommission is appointed Certified Adviser by the Company. Among the largest owners are Midroc New Technology, Fouriertransform, Finindus and Volvo Group Venture Capital. For additional information, please visit: www.powercell.se.

 
 
 

Press release from PowerCell Sweden’s annual general meeting 2017

 
 

The leading Nordic fuel cell company PowerCell Sweden AB (publ) held on Tuesday 9 May 2017 Annual General Meeting (“AGM”) in the company’s premises at Ruskvädersgatan 12 in Gothenburg. Chairman of the meeting was Eric Ehrencrona from MAQS law firm.

The following main resolutions were resolved upon.

Profit and loss account and balance sheet and allocation of loss
The AGM resolved that the profit and loss account and the balance sheet produced to the general meeting, including the consolidated profit and loss account and consolidated balance sheet, be duly adopted.

The AGM approved the Board of Directors’ proposal regarding the appropriation of earnings and resolved as per the balance sheet the unappropriated earnings of SEK 34,783,479 shall be carried over to the new balance sheet.

Discharge of liability
The AGM resolved that the directors of the board and the managing directors during 2016 be discharged from liability during the financial year of 2016.

Directors of the board and auditor
The AGM resolved to newly elect Per Nordberg as director of the board and to re-elect all former directors of the board: Per Wassén, Åsa Severed, Dirk De Boever, Magnus Jonsson, Göran Linder and André Martin. Magnus Jonsson was appointed as chairman of the board. It was further resolved that the current alternate directors, Andreas Gunnarsson, Mattias Silfversparre and Sven Vandeputte, shall be re-elected as alternate directors. The number of directors will be seven and the number of alternate directors will be three.

The AGM resolved to appoint the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor. It was noted that Öhrlings PricewaterhouseCoopers AB has appointed Birgitta Granquist as principal auditor.

The Board of Directors’ remuneration etc.
The AGM resolved to approve the proposal by the Nomination Committee that remuneration to the board shall be paid as follows:

Remuneration paid to the Board of Directors for the period between the present AGM until the next AGM shall be SEK 750 000 kronor, of which the chairman of the Board of Directors shall be paid SEK 250,000, and each of the other directors elected by the AGM who are not employed by the company, SEK 100,000.

No remuneration shall be paid to the Remuneration Committee and the Audit Committee since these committees consist of the board.

Remuneration to the auditor shall be paid as per invoices received and approved by the company.

The complete proposal of the Nomination Committee is available on the website of the company (www.powercell.se).

Nomination Committee
The AGM resolved, in accordance with the proposal put forth, to maintain (according to the previously applied principles) a Nomination Committee that will be responsible for preparing and presenting proposals to the AGM regarding the number of directors of the board, remuneration to the Board of Directors, directors of the board and chairman of the board, chairman of the AGM, auditor and remuneration to the auditor.

The complete proposal of the Board of Directors is available on the website of the company (www.powercell.se).

Resolution on guidelines for remuneration for senior executives of the company
The AGM approved the Board of Directors proposal regarding guidelines for remuneration to executives of the company.

The complete proposal of the Board of Directors is available on the website of the company (www.powercell.se).

Resolution to authorize the Board of Directors to issue shares and/or warrants and/or convertibles
The AGM resolved to authorize the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next AGM for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.

The issues shall be done to a marketable issue price determined by the board in consultation with the company’s financial advisers, taking into consideration any marketable issue-discount.

The number of shares that could be issued, or the number of shares that could be subscribed for through warrants, or the number of shares that convertibles could be converted into shall amount to a total of 8,956,878 new shares.

The purpose of the authorization and the reason to deviate from the preferential right of the shareholders is that issues shall be possible for financing the company’s business, commercialization and development of the company’s products and markets and/or acquisition of businesses, companies or parts of companies and/or enable a broadening of the owner base of the company.

The complete proposal of the Board of Directors is available on the website of the company (www.powercell.se).

Resolution regarding issue of warrants
The AGM resolved on an issue of warrants in the company in series P03 and P04.

P03
No more than 1,186,786 warrants (P03) entitling for subscription of no more than 1,186,786 shares in the company is to be issued. With derogation from the shareholders pre-emptive right, only a wholly owned subsidiary to the company (“Subsidiary”) shall be entitled to subscribe for warrants. The Subsidiary has been acquired by the company prior to the AGM. The Subsidiary has made the subscription for the warrants directly in the minutes of the AGM.  After subscribing, the Subsidiary shall both have the right, and the obligation, if instructed by the board of directors of the company, to transfer the warrants to managing executives, key employees and employees in the company or its subsidiary.  The issue of warrants is made without consideration to the Subsidiary.

Each warrant in series P03 shall entitle the owner to subscribe for one new share in the company during the period of 1 May 2019 up to and including 31 May 2019.

If fully subscribed and if all warrants are used, the share capital of the company will increase by SEK 26,109,292 divided in 1,186,786 shares. Based on the current number of shares and votes, the dilution of shares because of the proposed warrants will be no more than approximately 2.65 percent (1,186,786 / 44,784,392).

P04
The board proposes no more than 1 186 787 warrants (P04) entitling for subscription of no more than 1,186,787 shares in the company is to be issued. With derogation from the shareholders pre-emptive right, only the Subsidiary shall be entitled to subscribe for warrants. The Subsidiary has made the subscription for the warrants directly in the minutes of the AGM. After subscribing, the Subsidiary shall both have the right, and the obligation, if instructed by the board of directors of the company, to transfer the warrants to managing executives and other key employees in the company or its subsidiary.  The issue of warrants is made without consideration to the Subsidiary.

Each warrant shall entitle the owner to subscribe for one new share in the company during the period of 1 May 2020 up to and including 31 May 2020. The subscription price for each share when exercising the warrant shall be decided 1 May 2018 and be calculated as follows: the average market price of the share of the company during the period 1 April 2018 up to and including 30 April  2018 * 1.35.

If fully subscribed and if all warrants are used, the share capital of the company will increase by SEK 26,109.314 divided in 1,186,787 shares. Based on the current number of shares and votes, the dilution of shares because of the proposed warrants will be no more than approximately 2.65 percent (1,186,787 / 44,784,392).

The below stated details applies on both proposed series i.e. P03 and P04.

The reason for derogating from the shareholders pre-emptive right is that the board of directors wishes to promote the long-term interest of the company by offering managing executives, key employees and employees the opportunity to participate in an incentive program that will allow them to take part in the development of the company. This is expected to increase the commitment for the business among the managing employees and key employees.

The AGM has also resolved on approving that the Subsidiary is entitled to transfer the above issued warrants to managing executives, key employees and employees of the company or its subsidiary, or otherwise dispose the warrants in order to complete the obligations of the company in respect to above stated programs of warrants.

When transferring warrants from the Subsidiary to managing executives, key employees and employees, payment shall be made at the market price established by Black & Scholes valuation model for warrants. Since the warrants shall be transferred at the established market price, the incentive program should not result in any costs, besides minor costs for drafting and administrating.

The complete proposal of the Board of Directors is available on the website of the company (www.powercell.se).

Gothenburg, Sweden, May 10, 2017

For further information, please contact:

Per Wassén
CEO, PowerCell Sweden AB (publ)
Phone: +46 (31) 720 36 20
Email: per.wassen@powercell.se

Files for download:
PowerCell Announcement from annual general meeting.pdf

This information is insider information that PowerCell Sweden 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 08:45 CET on May 10, 2017.

About PowerCell Sweden AB (publ)
PowerCell Sweden AB (publ) is the leading fuel cell company in the Nordics, which develops and produces environmentally friendly power systems for stationary and mobile customer applications.

PowerCell has developed a modular system of fuel cell platforms, powered by clean environmentally friendly produced hydrogen where only electricity, heat and water are emissions. The fuel cells are also designed to handle the reformed hydrogen from e.g. biogas, natural gas, biodiesel or standard diesel.

In case hydrogen infrastructure is missing, PowerCell has combined its leading fuel cell and reformer technology and developed a fuel cell system, PowerPac, which converts standard diesel, with hydrogen, into electricity. This is done in an energy efficient and environmentally friendly way, in which emissions of carbon monoxide, nitrogen oxides and particles are completely eliminated and the carbon dioxide is greatly reduced compared with a conventional diesel engine.

PowerCell Sweden AB (publ) is listed on First North at Nasdaq Stockholm and is an industrial spinout from the Volvo Group. G&W Fondkommission is appointed Certified Adviser by the Company. Among the largest owners are Midroc New Technology, Fouriertransform, Finindus and Volvo Group Venture Capital. For additional information, please visit: www.powercell.se.

 
 
 

PowerCell presents interim report

 
 

The leading Nordic fuel cell company PowerCell Sweden AB (publ) has presented its Q1 for 2017. During the quarter, the company received a major order of more than MSEK 200 from a Chinese operator within the automotive sector and PowerCell has also taken new steps in the marine segment.

During the first quarter, PowerCell continued its development towards an innovative and commercial pioneering company. The company presented, during the first quarter, its first series order of more than 200 MSEK from Wuhan Tiger, a company owned by Wuhan Industrial Technology Research Institute of Geo-Resources and Environment, Tongji University in Shanghai and the Social Capital Fund. The first deliveries of fuel cell stacks and systems will take place after the summer and will continue in 2018 and 2019. One reason for the order was that PowerCell developed the PowerCell S2 during the quarter, so the maximum power is now 35kW, which meets the requirements for Chinese customers to receive state subsidies.

During the quarter, progress was also made in the maritime sector. The Maranda Consortium has been granted EU support of EUR 982,000 to develop a fuel cell system based on the PowerCell S3. PowerCell has also signed a Letter of Intent with Nimbus Boats Sweden AB to run an electric boat for the consumer market on fuel cells.

“It’s with confidence I’m looking forward to an exciting 2017 that seems to be a commercial take off. The goal is to create a sustainable world by manufacturing fuel cells that doesn’t demand the use of fossil fuels. In this way, we create value for our customers, employees and owners”, said Per Wassén, CEO of PowerCell Sweden AB.

After the end of the quarter, PowerCell has completed a private placement of shares of MSEK 225 before issue costs. At the Hannover Fair, the PowerCell PS-5 fuel cell system was displayed and it is now available as a deliverable product.

Gothenburg, Sweden, May 9, 2017

For further information, please contact:

Per Wassén
CEO, PowerCell Sweden AB (publ)
Phone: +46 (31) 720 36 20
Email: per.wassen@powercell.se

Files for download
PowerCell Pressrelease 2017-05-09 English.pdf
PowerCell Interim Report Q1 2017.pdf

This information is insider information that PowerCell Sweden 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 08:45 CET on May 9, 2017.

About PowerCell Sweden AB (publ)
PowerCell Sweden AB (publ) is the leading fuel cell company in the Nordics, which develops and produces environmentally friendly power systems for stationary and mobile customer applications.

PowerCell has developed a modular system of fuel cell platforms, powered by clean environmentally friendly produced hydrogen where only electricity, heat and water are emissions. The fuel cells are also designed to handle the reformed hydrogen from e.g. biogas, natural gas, biodiesel or standard diesel.

In case hydrogen infrastructure is missing, PowerCell has combined its leading fuel cell and reformer technology and developed a fuel cell system, PowerPac, which converts standard diesel, with hydrogen, into electricity. This is done in an energy efficient and environmentally friendly way, in which emissions of carbon monoxide, nitrogen oxides and particles are completely eliminated and the carbon dioxide is greatly reduced compared with a conventional diesel engine.

PowerCell Sweden AB (publ) is listed on First North at Nasdaq Stockholm and is an industrial spinout from the Volvo Group. G&W Fondkommission is appointed Certified Adviser by the Company. Among the largest owners are Midroc New Technology, Fouriertransform, Finindus and Volvo Group Venture Capital. For additional information, please visit: www.powercell.se.

 
 
 

PowerCell has completed a private placement of shares of SEK 225 million

 
 

The leading fuel cell company in the Nordics, PowerCell Sweden AB (publ), has completed a share issue of SEK 225 million directed to Swedish and international investors. The issue was made at the subscription price of SEK 33.50 per share, corresponding to a discount of 10.0 percent compared to the volume weighted average price during the last 21 days of trading after the press release on March 31, 2017.

PRESS RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

The board of directors of PowerCell Sweden AB (publ) (“PowerCell” or the “Company“) has in accordance with the authorization resolved at the AGM on April 11, 2016, in which the Board was authorized to issue shares with deviation from the shareholders’ preferential right determined by the Board in consultation with the Company’s financial adviser, taking into account a conventional share issue discount, decided to complete a share issue of SEK 225 million directed to Swedish and international investors (the “Private Placement“).

The subscription price in the Private Placement was set to SEK 33.50 through a book building process conducted by the Company’s financial advisor Pareto Securities AB (“Pareto Securities“). The subscription price corresponds to a discount of 10.0 percent compared to the volume weighted average price the last 21 days of trading before the Private Placement, but after the press release on March 31, 2017. Through the Private Placement, PowerCell raises approximately SEK 225 million before transaction costs.

The Private Placement was conducted in accordance with the authorization to the Board decided by the annual general meeting on April 11, 2016. The purpose of the authorization is to facilitate for the Company to finance its business and industrialisation, commercialization and development of the Company’s products and markets and acquisitions of businesses, companies or parts of companies, as well as enable a broadening of the owner base of the Company.

“The interest for PowerCell’s products is large and growing and the raise of capital improves the ability to rapidly commercialize our existing products and further develop new products to meet our customers’ needs. Also, the Company needs to have a financial readiness to be able to growth through acquisitions in order to acquire strategically important competences as well as products and markets. The Company also needed to broaden the owner base for the future”, says Per Wassén, CEO at PowerCell.

Through the Private Placement, the number of shares and votes in PowerCell will increase by 6,716,418 shares and votes from 44,784,392 shares and votes to 51,500,810 shares and votes. The newly issued shares correspond to 13.0 percent of the share capital and votes in PowerCell following the Private Placement. Payment for the new shares shall occur no later than May 8, 2017.

The reasons for deviating from the shareholders’ preferential rights by conducting the Private Placement are to broaden the owner base and that a directed new issue amounts to lower costs and a shorter process, which altogether, and with sufficient strength, implicates that it is in the best interests of the Company and the shareholders to conduct a new issue with deviation from the shareholder’ preferential rights.

Pareto Securities acted as sole bookrunner and lead manager in connection with the Private Placement.

Gothenburg, Sweden, May 4, 2017

For additional information, please contact:
Per Wassén
CEO, PowerCell Sweden AB (publ)
Phone: +46 (31) 720 36 20
Email: per.wassen@powercell.se

This information is inside information which PowerCell Sweden AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation and the Swedish Financial Instrument Trading Act (1991:980). The information was submitted for publication, through the agency of the contact person set out above, at 8:30 am CET on May 4, 2017.

Files for download
PowerCell Pressrelease 2017-05-04 English.pdf

About PowerCell Sweden AB (publ)
PowerCell Sweden AB (publ) is the leading fuel cell company in the Nordics, which develops and produces environmentally friendly power systems for stationary and mobile customer applications.

PowerCell has developed a modular system of fuel cell platforms, powered by clean environmentally friendly produced hydrogen where only electricity, heat and water are emissions. The fuel cells are also designed to handle the reformed hydrogen from e.g. biogas, natural gas, biodiesel or standard diesel.

In case hydrogen infrastructure is missing, PowerCell has combined its leading fuel cell and reformer technology and developed a fuel cell system, PowerPac, which converts standard diesel, with hydrogen, into electricity. This is done in an energy efficient and environmentally friendly way, in which emissions of carbon monoxide, nitrogen oxides and particles are completely eliminated and the carbon dioxide is greatly reduced compared with a conventional diesel engine.

PowerCell Sweden AB (publ) is listed on First North at Nasdaq Stockholm and is an industrial spinout from the Volvo Group. G&W Fondkommission is appointed Certified Adviser by the Company. Among the largest owners are Midroc New Technology, Fouriertransform, Finindus and Volvo Group Venture Capital. For additional information, please visit: www.powercell.se.

Important information
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, New Zealand, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any Offering of securities referred to in this announcement will only be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive“). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State, other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons“). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward- looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

 
 
 

PowerCell intends to undertake a private placement of shares

 
 

The Board of PowerCell Sweden AB (publ) (“PowerCell” or the “Company“) has resolved to execute a directed issue of up to SEK 175 million to Swedish and international investors with the option to upsize the issue with an additional up to SEK 75 million (the “Private Placement“). The Private Placement is carried out in accordance with the authorization resolved at the AGM on April 11, 2016, in which the Board was authorized to issue 8,566,774 shares with deviation from the shareholders’ preferential right at market terms determined by the Board in consultation with the Company’s financial adviser, taking into account a conventional share issue discount.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

The subscription price for the shares offered in the Private Placement will be determined by a book building process, which will start no earlier than 17:31 CET on May 3, 2017 and close before the opening of Nasdaq First North Stockholm on May 4, 2017. The book building process may close earlier if the Company so decides. The minimum order has been determined to the number of shares corresponding to EUR 100,000.

Background and rationale
The purpose of the authorization from the Annual General Meeting 2016 to issue new shares is that issues shall be possible for financing the Company’s business and industrialization, commercialization and development of the Company’s products and markets and/or acquisition of businesses, companies or parts of companies and/or enable a broadening of the owner base of the company.

The reason for deviating from the shareholders’ preferential rights in the Private Placement is to broaden the shareholder base and that a directed share issue means lower costs and a faster process which collectively and with sufficient strength indicate that it is in the Company’s and the shareholders’ interest that the issue is made with deviation from the shareholders’ preferential rights.

Pareto Securities AB is appointed Sole Manager and Bookrunner in connection with the Private Placement.

Gothenburg, Sweden, May 3, 2017

For further information, please contact:

Per Wassén
CEO, PowerCell Sweden AB (publ)
Phone: +46 (31) 720 36 20
Email: per.wassen@powercell.se

Files for download:
PowerCell Pressrelease 2017-05-03 English.pdf

This information is insider information that PowerCell Sweden AB (Publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Financial Instrument Trading Act (1991:980). The information was submitted for publication, through the agency of the contact person set out above, at 17:31 CET on May 3, 2017.

About PowerCell Sweden AB (publ)
PowerCell Sweden AB (publ) is the leading fuel cell company in the Nordics, which develops and produces environmentally friendly power systems for stationary and mobile customer applications.

PowerCell has developed a modular system of fuel cell platforms, powered by clean environmentally friendly produced hydrogen where only electricity, heat and water are emissions. The fuel cells are also designed to handle the reformed hydrogen from e.g. biogas, natural gas, biodiesel or standard diesel.

In case hydrogen infrastructure is missing, PowerCell has combined its leading fuel cell and reformer technology and developed a fuel cell system, PowerPac, which converts standard diesel, with hydrogen, into electricity. This is done in an energy efficient and environmentally friendly way, in which emissions of carbon monoxide, nitrogen oxides and particles are completely eliminated and the carbon dioxide is greatly reduced compared with a conventional diesel engine.

PowerCell Sweden AB (publ) is listed on First North at Nasdaq Stockholm and is an industrial spinout from the Volvo Group. G&W Fondkommission is appointed Certified Adviser by the Company. Among the largest owners are Midroc New Technology, Fouriertransform, Finindus and Volvo Group Venture Capital. For additional information, please visit: www.powercell.se.

Important information
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, New Zealand, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Any Offering of securities referred to in this announcement will only be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive“). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State, other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons“). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.