Final outcome and directed issue in kind

Subgen AI announced the voluntary public offer to the shareholders of Substrate AI and published the related prospectus and offer material.

The acceptance period ended after the offer had been open from 6 to 27 March 2026.

The company announced that the completion condition had been satisfied and that the offer would proceed. The preliminary outcome was published the same evening.

The final outcome shows 48,547,347 accepted A shares and the board resolves on a directed issue of 291,284,082 ordinary shares with payment in kind.

Because the model is designed to start from the prospectus maximum-case scenario for the 2026 offer. At full acceptance, up to 162,426,300 A shares in Substrate AI may be exchanged for up to 974,557,800 newly issued ordinary shares in Subgen AI. Added to the current 1,018,437,369 shares, that results in a maximum of 1,992,995,169 shares. The default therefore represents a fully diluted comparison case, not an assumption about the final outcome.

Then fewer new Subgen AI shares would be issued than in the prospectus maximum scenario. Lower issuance means lower dilution; all else equal, that raises the modelled value per share. The actual outcome must, however, be communicated by the company after the acceptance period and should not be assumed in advance.

The platform focuses on the structure following the reverse takeover and on the AI operations behind today’s Subgen AI. Magnasense announced that the sale of its former subsidiaries, under the agreement dated 20 September 2025, was completed on 6 November 2025. The model therefore uses the current public AI structure rather than legacy diagnostics operations.

Because this is the clearest public baseline for the AI operations ahead of the upcoming Swedish IFRS reporting. Substrate AI communicated €23.5m in revenue and €3.3m in positive EBITDA for 2025. The platform does not add any separate Swedish contribution until published reports show how the reported group structure actually looks.

Not based on what has been publicly communicated for the March 2026 offer. The public offer materials describe share consideration from Subgen AI, but not an automatic delisting of Substrate AI from BME Growth as a consequence of the offer itself. BME Growth therefore remains a relevant market reference unless the company later communicates otherwise.

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