Divio Technologies

“We would like to extend our sincere thanks to both existing and new shareholders for your support. The confidence you show enables us to step up and increase the pace – not least in sales and in executing our agency strategy. The capital injection not only gives us the opportunity to invest in growth, but also serves as a strong boost of energy for the entire organization. We are already moving at a high pace – now we can accelerate even further,” – Jon Levin, CEO of Divio Technologies

Outcome of the Rights Issue
The subscription period for the Rights Issue ended on May 19, 2026, and the final compilation of the outcome shows that 10,107,583 units, corresponding to approximately 59.5 percent of the Rights Issue, were subscribed for with the support of unit rights. In addition, a further 9,914,371 units were subscribed for without the support of unit rights, corresponding to approximately 58.3 percent of the Rights Issue.

Consequently, the final outcome shows that a total of 20,021,954 units, corresponding to 100,109,770 series B shares and approximately 117.8 percent of the Rights Issue, have been subscribed for. Through the fully subscribed Rights Issue, the number of shares in the Company increases by a total of 84,963,655 series B shares. Divio will thereby receive approximately SEK 5.3 million before transaction costs.

Notice of allocation
Those who have subscribed for units without the support of unit rights will be allocated units in accordance with the principles set out in the press release published by the Company on April 22, 2026. Subscribed and allocated units shall be paid in cash in accordance with the instructions on the contract note. Nominee-registered shareholders will receive notification of allocation in accordance with the respective nominee's procedures.

Directed issue to the CEO and CTO
The Board of Directors of Divio has today, subject to approval by the Annual General Meeting 2026, resolved on a directed issue of a total of 8,558,630 series B shares to the Company’s CEO, Jon Levin, LEVINVEST Aktiebolag (a party closely associated with Jon Levin), and the Company’s CTO, Ralf Brändli (the "Directed Issue"). As the persons entitled to subscribe in the Directed Issue are senior executives of the Company, the Directed Issue is subject to the provisions of Chapter 16 of the Swedish Companies Act (the so-called "Leo Act"). Consequently, the Board's resolution on the Directed Issue is conditional upon approval by the Annual General Meeting 2026.

The Directed Issue comprises a total of 8,558,630 series B shares, corresponding to a total of approximately SEK 530,635. The purpose of the Directed Issue is to satisfy the subscription interest shown by the Company’s CEO and CTO in the recently completed Rights Issue, where they were unable to receive full allocation due to the oversubscription of the Rights Issue. The Directed Issue enables senior executives to invest the amount in the Company that they originally intended and expressed interest for.

Provided that the Annual General Meeting approves the Directed Issue, Jon Levin is entitled to subscribe for 1,554,505 series B shares, LEVINVEST Aktiebolag is entitled to subscribe for 4,004,125 series B shares, and Ralf Brändli is entitled to subscribe for 3,000,000 series B shares.

The subscription price in the Directed Issue amounts to SEK 0.062 per series B share, which corresponds to the subscription price per share in the Rights Issue. The subscription price has been determined through arm's length negotiations with the subscribers and through an analysis of several market factors. In light of the above, the Board of Directors assesses that the subscription price is in line with market conditions. Through the Directed Issue, Divio will receive approximately SEK 530,635 before transaction costs.

The purpose of the Directed Issue and the reason for the deviation from the shareholders' preferential rights is to satisfy the expressed investment interest from senior executives in the Company, who were unable to receive full allocation due to the oversubscription of the Rights Issue. The Board of Directors notes that all shareholders, within the framework of the Rights Issue whose subscription period ended on May 19, 2026, have been offered the opportunity to subscribe for shares (packaged in the form of units for technical issuance reasons) at the same subscription price as in the Directed Issue.

The Board of Directors assesses that a long-term financial commitment and increased shareholding by the Company’s CEO and CTO strengthen the alignment of interests between management and the Company’s other shareholders. This is, in turn, expected to stimulate increased commitment to Divio's continued commercial growth and value creation. According to the Board of Directors, the fact that senior executives demonstrate confidence in the Company’s business and future prospects constitutes an important sign of strength that contributes to stability and strengthens the confidence of both existing and new shareholders in the Company. Furthermore, the Board assesses that the implementation of the Directed Issue is appropriate given both the current market conditions and the phase the Company is in, and that the Directed Issue, together with the Rights Issue and the directed issue resolved upon by the Board on April 22, 2026, contributes to a strengthened balance sheet and commercial capacity, is beneficial for the Company’s long-term growth ambitions, and improves the Company’s financial flexibility.

In light of the above, the Board of Directors assesses that there are compelling reasons to deviate from the main rule of preferential rights, and that, given that the Directed Issue is assessed to contribute to creating value for all of the Company’s shareholders and is to the long-term benefit of the Company, it is in the interest of all shareholders to offer the CEO and CTO the opportunity to subscribe for shares in the Directed Issue on the same terms as in the Rights Issue.

Number of shares and share capital
Through the Rights Issue, the number of shares in Divio increases by 84,963,655 series B shares, from 515,961,090 series A and B shares to 600,924,745 series A and B shares, and the share capital increases by SEK 5,267,746.61, from SEK 31,989,587.58 to SEK 37,257,334.19. For shareholders who did not participate in the Rights Issue, this corresponds to a dilution effect of approximately 13.98 percent of the votes and approximately 14.14 percent of the capital in the Company.

Provided that the Annual General Meeting approves the Directed Issue, and following the registration of the Rights Issue, the number of shares will increase by 8,558,630 series B shares, from 600,924,745 series A and B shares to 609,483,375 series A and B shares, and the share capital will increase by SEK 530,635.06, from SEK 37,257,334.19 to SEK 37,787,969.25. The dilution effect of the Directed Issue amounts to approximately 1.39 percent of the votes and approximately 1.40 percent of the capital in the Company.

Recalculation of warrants of series TO5 B and TO6 B
Due to the completed Rights Issue, a recalculation of the terms for the warrants of series TO5 B and TO6 B has been carried out in accordance with the applicable warrant terms and conditions. The recalculation applies to the subscription price as well as the number of shares that each warrant entitles the holder to subscribe for. Following the completed recalculation, the subscription price upon exercise of both TO5 B and TO6 B amounts to SEK 0.062 per share. The number of series B shares that each (1) warrant entitles the holder to subscribe for remains unchanged at one (1) new series B share. Other warrant terms remain unchanged, and the full terms and conditions are available on the Company's website.

The subscription period for TO5 B runs from July 1, 2026, up to and including July 15, 2026. For TO6 B, the subscription period runs from July 1, 2027, up to and including July 15, 2027.

Advisers
Navia Corporate Finance AB (www.naviacorporatefinance.com) is acting as Sole Bookrunner and Sole Manager, and Eversheds Sutherland is acting as legal advisor to Divio in connection with the Rights Issue and Directed Issue. Aqurat Fondkommission AB acts as the issuing agent.

For more information about Divio, please contact:
Jon Levin, VD, Divio
Email:ir@divio.com

Important information 
The publication, release, or distribution of this press release may be subject to restrictions under law in certain jurisdictions, and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an invitation to acquire or subscribe for any securities issued by the Company in any jurisdiction where such offer or invitation would be unlawful. 

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. Nor does this press release constitute a document in the form prescribed by Annex IX of the Prospectus Regulation. 

Within the European Economic Area (“EEA”), no offer of shares, warrants, or other securities (“Securities”) is made to the public in any country other than Sweden. In other member states of the European Union (“EU”), such an offer of Securities may only be made in accordance with exemptions under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation into national law, such an offer may only be made in accordance with exemptions under the Prospectus Regulation and any relevant implementing measures. In other EEA countries that have not implemented the Prospectus Regulation into national law, such an offer may only be made in accordance with applicable exemptions in national law. 

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States absent registration, an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any of the securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus, or any other jurisdiction where such publication or distribution would be contrary to applicable rules or would require additional registration or other measures beyond those required under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities laws. 

In the United Kingdom, this document and any other materials relating to the securities described herein are directed only at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities referred to in Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it. 

This press release does not identify, nor does it purport to identify, risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor’s decision regarding the offering. Each investor or potential investor should conduct its own investigation, analysis, and evaluation of the business and the information described in this press release, as well as all publicly available information. The price and value of the securities may decrease as well as increase. Past performance is not indicative of future results. Neither the content of the Company’s website nor any other website accessible through hyperlinks on the Company’s website is incorporated into or forms part of this press release. 

Forward-looking statements 
This press release contains forward-looking statements that relate to the Company’s intentions, assessments, or expectations regarding the Company’s future results, financial position, liquidity, development, outlook, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of expressions such as “believes,” “assesses,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “assumes,” “should,” “could,” and, in each case, their negative forms, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are correct. As these assumptions are based on estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies, and other material factors may cause the actual development of events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers should not place undue reliance on such statements. The information, opinions, and forward-looking statements contained herein are provided as of the date of this press release only and are subject to change. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, except as required by law or the rules of Nasdaq First North Growth Market.