Keo Capital

Highlights
(All amounts are in thousands of US dollars, unless otherwise noted. Since the second quarter 2026 was the first quarter for the continued operations, no comparison numbers are available.)

Second Quarter 2026

• On April 2, 2026, KEO Capital AB completed the business combination with KEO World. The consideration transferred consisted of newly issued shares and contingent consideration in the form of earn-out warrants.
• After the closing of the business combination between Maha Capital and KEO World, the Company launched a reorganization whereby the fintech and energy divisions are to operate independently and did a rebranding by changing its corporate name from Maha Capital to KEO Capital. The company’s financial statements have been updated to reflect the figures going forward for the fintech business.
• The company concluded Capital Raises amounting to TUSD 28,105 at SEK 16 per share to strength its balance sheet for the fintech business and bring long-term investors.
• Total average outstanding portfolio in the quarter amounted to TUSD 45,600, while the portfolio at the end of the period reached TUSD 50,673.
• During the quarter Total Payment Volume (“TPV” or “billings”) reached TUSD 51,400.
• Total net operating income in the period amounted to TUSD 1,597.
• Operating expenses and SG&A reached TUSD (7,049), from which (2,323) refers to non-recurrent SG&A.
• Net result from financial transactions in the period amounted to TUSD 1,594.
• The net result in the quarter from continuing operations amounted to TUSD (48,085), mainly impacted by initial recognition of the stock-based compensation amounting to TUSD (18,337), granted in connection with KEO World’s acquisition and the acceleration of prior existing incentive programs, and share-settled expenses amounting to TUSD (25,739).
• Earnings per share (basic) in Q2 2026, from continuing operations amounted to USD (0.14) (Q2 2025 USD (0.12))
• Total net financial position, corresponding to the net cash balance plus loan portfolio and liquid investments, amounted to TUSD 108,531 (Gross financial position of TUSD 123,531).

Subsequent Events

• The launch of Workeo Canada, was announced, marking the commencement of its operations in the Canadian market.
• A non-binding letter of intent was entered into with Lionheart Holdings in relation to a proposed business combination involving the Company's energy business. As of 31 August, both entities announced that the proposed business combination was not consummated during the exclusivity period, and the parties have mutually decided not to renew such exclusivity.
• KEO Capital renewed its Licensing Agreement with American Express, reinforcing its commitment to delivering innovative payment solutions in Mexico.
• The Company executed a definitive agreement with Novonor to acquire the remaining 40% of Odebrecht E&P, increasing its indirect equity interest in PetroUrdaneta from 24% to 40% for a total purchase price of TUSD 37,500, in three different payment instalments.
• In order to strength the leadership and prepare the Company for a dual listing on Nasdaq US of the fintech business, the Company appointed Pablo Ribas as Chief Executive Officer (CEO), Miles Molyneaux as Chief Financial Officer (CFO) and Roberto Marchiori as Chief Operating Officer (COO).
• Maha Energy Indiana, Inc. ("KEO Energy"), a US subsidiary of the Company, has entered into an agreement with PDVSA Petróleo, S.A. ("PDVSA") for the administration of PetroUrdaneta, S.A., supported by a set of related agreements that together form the contractual framework for the transaction, including: (i) an Integrated Services Agreement under which KEO Energy exclusively provides procurement, contracting, and personnel services to operate the field, (ii) a Financing Agreement providing PetroUrdaneta with a credit facility of up to US$350 million to be released in accordance with its work program, and (iii) a Payment Administration Agreement governing the administration of payments related to the venture.

Letter to Shareholders

Dear Shareholders,
The second quarter of 2026 and the period leading up to this report, were the most transformative in the history of KEO Capital — marked by the acquisition of KEO World, the launch of Workeo in Canada, a renewed strategic partnership with American Express, a landmark transaction in Venezuela, and the continued work on the separation of our fintech and energy businesses into two independent operating companies.

As a result of all these meaningful transformations, you will notice this letter carries three signatures rather than the usual one. Roberto Marchiori, who served as KEO Capital as Chief Executive Officer throughout much of the period covered by this report, has moved into the role of Chief Operating Officer, ensuring continuity as Pablo Ribas assumes the role of Chief Executive Officer of KEO Capital. We are also pleased to welcome Miles Molyneaux as CFO and Davide Tomassoni as Chief Executive Officer of KEO Energy, both bringing significant international experience to their respective roles.

Reorganization and Leadership
The last quarter was in many ways, a transitional chapter in the Company’s story: the results below still reflect KEO Capital and KEO Energy operating as a single, integrated business. From here, we intend to turn the page as the separation progresses. We have initiated the separation of the Company's oil and gas business, including our indirect holding in the Venezuelan oil company PetroUrdaneta, from our fintech business.

The separation is intended to result in two independent companies, with distinct operational focuses, capital allocation strategies, and investor profiles. As part of the separation, the divisions have adopted new brand names — the Fintech division is organized under the name KEO Capital and the Energy division operates under the name KEO Energy.

As we enter this next phase of growth, we have deliberately strengthened our leadership team across both divisions, which gives us confidence that we have the right people and experience in place to execute our strategy with discipline as we move toward the next stage of the Company’s development.

In addition to the leadership appointments described above, an EGM in August resolved to elect three new board members, further strengthening the fintech expertise of the Board.

Fintech Operations
We have successfully broadened our operational footprint with the launch of Workeo Canada. The launch followed the signing in June of a revolving senior loan facility of up to CAD 50 million with a leading Canadian bank, providing funding capacity to support the expansion of KEO Capital's supply chain financing activities in the country. Canada represents a highly attractive market and, with local capabilities and committed funding capacity now in place, we are well-positioned to support businesses with innovative working capital solutions while continuing the international expansion of the Workeo platform. In addition, we are progressing toward the launch of Workeo in Brazil, further increasing our footprint across the Americas.

We have also renewed our longstanding strategic partnership with American Express. The agreement includes the U.S. Dollar and the Mexican Peso as authorized currencies for all commercial Purchasing Cards issued under the program in Mexico. This renewed partnership reinforces the strength of our platform and the trust we have built over the years in Mexico.

Oil and Gas Operations
We have signed a definitive agreement with Novonor to acquire the remaining 40% of "Partner B," increasing our indirect equity interest in the Venezuelan oil company PetroUrdaneta from 24% to 40%. The total purchase price amounts to USD 37.5 million and closing is expected to 30 November 2026, extendable for additional 30 days. On 29 August 2026, we announced that Maha Energy Indiana, Inc. (“KEO Energy”), a US subsidiary of the Company, has executed an Agreement for the administration of the Joint Venture PetroUrdaneta, S.A. (the "Integral Agreement") with PDVSA Petróleo, S.A., securing KEO Energy’s control over operations, O&G commercialization and cash flow. In parallel, we have engaged an internationally recognized independent reserve auditor to prepare our first reserve report covering our fields in Venezuela.

Lionheart LOI
As a potential pathway to a U.S. listing, combined with a further strengthening of our balance sheet, we signed a non-binding letter of intent ("LOI") in July to evaluate a merger with Lionheart Holdings. On August 31 2026, we announced that the transaction contemplated under the LOI regarding a proposed business combination of Keo Energy with Lionheart was not consummated during the exclusivity period, and that the parties have mutually decided not to renew such exclusivity. Our objective to list KEO Energy in the United States however remains intact. In connection with the listing, the Company also intends to distribute KEO Energy shares to existing shareholders. We will continue to evaluate the most efficient structure for implementing such a distribution in kind or any other alternative with the same objective. With our leadership team now in place, we are approaching this process methodically, and we look forward to updating shareholders as it progresses.

Financial Performance
Following the closing of the KEO World acquisition in April, we are pleased to report financial results for our fintech operations for the first time. During the second quarter, we report net operating income (our revenue) of TUSD 1,597. KEO Capital is in a growth phase. Year on year, and compared to Keo World's historical financial information, we have grown our average outstanding portfolio from MUSD 24.3 to MUSD 45.6, corresponding to an increase of 88%. At the end of the period, the portfolio reached TUSD 50,673. Over the same period, our total payment volume increased from MUSD 37.1 to MUSD 51.4, corresponding to a growth of 39%. Our net loss for the quarter amounted to TUSD 48,085, mainly impacted by initial recognition of the stock-based compensation amounting to TUSD (18,337), granted in connection with KEO World’s acquisition and the acceleration of prior existing incentive programs, and share-settled expenses amounting to TUSD (25,739). Excluding these two items, the net loss would amount to TUSD (4,009), and even less if we exclude non-cash and non-recurring impacts.

We have further strengthened our balance sheet and concluded capital raises amounting to MUSD 28 at SEK 16 per share. We end the quarter with a total net financial position (net cash balance plus loan portfolio and liquid investments) of TUSD 108,531.

Closing Remarks
We recognize that much of the past two quarters have been devoted to building the foundations for growth — completing the KEO World acquisition, securing funding facilities, strengthening the leadership team, and restructuring the Company. While we understand that shareholders are eager to see these efforts translate into accelerated growth, we are confident that the heavy lifting is now largely behind us. With the operational infrastructure, funding capacity, and leadership now in place, our focus is shifting decisively toward execution: scaling our credit portfolio, onboarding new clients, and delivering on the value potential of our strategic position in Venezuela.

Pablo Ribas, CEO KEO Capital
Roberto Marchiori, COO KEO Capital
Davide Tomassoni, CEO KEO Energy

Q2 Webcast 1 September at 14:00 CEST
The Company hereby invites all interested parties to a live webcasted presentation on Tuesday, 1 September 2026 at 14.00 CEST. Group management will present the report and recent developments. The webcast will be held in English and will be broadcasted live. An on-demand version will also be available on KEO Capital’s website. Questions to the presenters can be emailed in advance to the Company at info@keocapital.com or be made directly on the day of the presentation in the YouTube Comments/Questions field.

Link to webcast: https://youtube.com/live/2Wq1z7CbzSI?feature=share

Contacts
Pablo Ribas, CEO | Miles Molyneaux, CFO | Roberto Marchiori, COO | Jakob Sintring, Head of IR
Phone: +46 8 611 05 11, E-mail: IR@keocapital.com

About KEO Capital

KEO Capital AB (publ) is a listed technology-driven financial solutions provider focused on improving liquidity, security, transparency, and efficiency in B2B supply chain financing and corporate travel and expense management. KEO Capital operates a unified digital ecosystem that enables buyers and suppliers to interact through complementary solutions designed to address the full spectrum of corporate payables. KEO Capital’s energy activities, including its indirect equity interest in PetroUrdaneta (24 percent, to be increased to 40 percent under a binding agreement), are held through KEO Energy and are intended to be separated from the Company through the proposed business combination with Lionheart Holdings, following which KEO Capital will focus exclusively on its fintech business. The shares are listed on Nasdaq Stockholm (KEOC). For more information, please visit the Company’s website https://keocapital.com/.

This information is information that KEO Capital is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-08-31 18:00 CEST.