ACROUD

Reference is made to the comprehensive restructuring which was completed in February 2025 pursuant to which Acroud AB (publ) (the “Company” or “Acroud”) was able to strengthen its financial position and balance sheet, reduce financial leverage, create a more sustainable financial framework and align for future growth. In addition, a pivotal component of the restructuring was the acquisition of the remaining 49% of Acroud Media Ltd, paid through a combination of cash and newly issued shares, which have and will contribute to higher EBITDA.

It was Acroud’s intention in connection with the restructuring that the terms and conditions (the “Terms and Conditions”) of the Company’s outstanding senior secured fixed rate bonds 2022/2028 with ISIN SE0017562481 (the “Senior Bonds”) and its super senior secured fixed rate bonds 2025/2028 with ISIN SE0023615661 (the “Super Senior Bonds” and together with the Senior Bonds, the “Bonds”) would allow for a pro forma calculation of the group’s EBITDA, as if Acroud Media Ltd had been a wholly-owned group company for the entire reference period, when testing the financial covenants under the Terms and Conditions. However, due to an oversight, such pro forma calculation was not included in the Terms and Conditions and as a consequence of this and a substandard performance of the group during the first financial quarter of 2025 due to a variety of transitory factors, Acroud anticipates that it will breach the maintenance test covenant (net interest bearing debt to EBITDA) under the Terms and Conditions for the period ending on 31 March 2025 (the “Anticipated Breach”).

Acroud informs that it has implemented a wide variety of projects going into 2025 and that several of those projects are beginning to show positive results and that, together with the added full strength of Acroud Media Ltd, the underperformance of the group during the first financial quarter of 2025 is estimated not to have any long term implications to the group’s business model or financial performance. Acroud estimates that the business performance is back in line with budget expectations for April and has a strong trend towards fulfilling budget expectations for May as well.

Acroud also announces that it has initiated parallel written procedures (the “Written Procedures”) under the Terms and Conditions of the Senior Bonds and the Super Senior Bonds, for the purpose of correcting the oversight as set out above, by requesting that the holders of the Bonds approve that Acroud, when calculating the group’s EBITDA for the purpose of the maintenance test in relation to each reference date up to and including 31 March 2026, may include the EBITDA of Acroud Media Ltd, pro forma, as if Acroud Media Ltd had been a wholly-owned group company for the entire reference period, which was in line with Acroud’s intention when entering into the Terms and Conditions. In addition, Acroud will request that the holders of the Bonds waive any event of default which may occur as a consequence of the Anticipated Breach. Should the waivers be approved by the holders of the Bonds, the group’s maintenance test covenant (net interest bearing debt to EBITDA) under the Terms and Conditions for the period ending on 31 March 2025 pro forma would be lower than 3.50:1.00 resulting in the financial covenants under the Terms and Conditions being met.

Acroud has today instructed Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity of agent under the Bonds, to send notices of the Written Procedures including voting instructions to the direct registered owners and registered authorised nominees of the Bonds in the Company’s debt ledger held with Euroclear Sweden as per 6 May 2025. The outcome of the Written Procedures will be announced by way of a press release in connection with the conclusion of the Written Procedures. The voting record date is 19 May 2025 and the last day for voting in the Written Procedures is 27 May 2025.

The three largest bondholders under the Senior Bonds and bondholders representing a majority of the outstanding adjusted nominal amount under the Super Senior Bonds have agreed to vote in favour of the requests in the Written Procedures.

For more information regarding the Written Procedures and a more detailed description of the waivers, please see the notices of the Written Procedures on the Company’s website and the Agent’s website.

For questions to the Agent regarding the administration of the Written Procedures, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

Responsible parties

This information constitutes inside information that Acroud AB (publ) is required to disclose under the EU Market Abuse Regulation 596/2014. The information in this press release has been published through the agency of the contact person below, at the time specified by Acroud AB’s (publ) news distributor Cision for publication of this press release. The persons below may also be contacted for further information.

For further information, please contact:

Robert Andersson, President and CEO

+356 9999 8017

Andrzej Mieszkowicz, CFO

+35699112090

ACROUD AB (publ)

Telephone: +356 2132 3750/1

E-mail: info@acroud.com

Website: www.acroud.com

Certified Adviser: FNCA Sweden AB, info@fnca.se

From May 2024 (Q1 Report) Acroud has changed reporting and company language to English. This means that Interim Reports and the correlated press releases will be issued in English only.