Christoffer Rutgersson, CEO, comments:
“We are very pleased with the strong interest from both existing and new investors. The oversubscribed rights issue is clear proof of the market’s confidence in our strategy and our ability to deliver long-term, profitable growth. This capital injection enables us to accelerate our expansion in the Nordics and continue to strengthen our offering. The launch of Qliro Checkout Generation 3 during the spring, which has demonstrated up to 10% higher conversion rates, is a clear example of how we drive value for modern e-retailers and the validation of our leading product performance. With contracted volume growth of 39% at the end of Q1 2025, and continued acceretation in both the SME and Enterprise segment, we will continue to accelerate towards our ambition of becoming the market leader in the Nordics within 3–5 years.”

Preliminary outcome

On 5 June 2025, Qliro announced that the Company’s Board of Directors had resolved on the Rights Issue, based on the authorisation granted by the Annual General Meeting held on 28 May 2025.

The preliminary outcome of the Rights Issue indicates that 4,048,896 shares, corresponding to approximately 95 percent of the Rights Issue, have been subscribed for with the support of subscription rights. In addition, applications have been received to subscribe for 9,835,220 shares without the support of subscription rights, corresponding to approximately 230 percent of the Rights Issue. Accordingly, the preliminary outcome indicates that the Rights Issue, with and without subscription rights, has been subscribed to approximately 324 percent and is thus oversubscribed. The Rights Issue will provide the Company with proceeds of approximately SEK 73 million before issue costs.

Notification of allotment

Subscribers who have applied for shares without the support of subscription rights will be allotted shares in accordance with the principles set out in the information document published by the Company on 16 June 2025. Notifications of allotment to persons who have subscribed for shares without subscription rights are expected to be distributed on 4 July 2025. Subscribed and allotted shares must be paid for in cash in accordance with the instructions on the settlement note. Investors who have subscribed through a nominee will receive their notification of allotment in accordance with their respective nominee’s procedures. Only those who have been allotted shares will be notified.

Final outcome

The final outcome of the Rights Issue is expected to be published on 3 July 2025. Notifications of allotment to persons who have subscribed for shares without the support of subscription rights are expected to be distributed in connection with the announcement of the final outcome.

Trading in BTA and conversion of BTA into shares

Trading in paid subscribed shares (BTA) will continue up to approximately 18 July 2025. After the Rights Issue has been registered with the Swedish Companies Registration Office (Bolagsverket), the BTA will be converted into shares.

Increase of the issue amount through the Overallotment Issue

As communicated by the Company on 5 June 2025, the Board of Directors of Qliro may resolve to increase the total issue amount by approximately SEK 44 million through the Overallotment Issue in the event that the Rights Issue is oversubscribed. A decision regarding the Overallotment Issue will be communicated in connection with the announcement of the final outcome of the Rights Issue. Allotment in the potential Overallotment Issue will take place in accordance with the principles set out in the information document published by the Company on 16 June 2025.

Advisors

Pareto Securities AB is acting as Sole Manager and Bookrunner to the Company in connection with the Equity Raise. Wigge & Partners Advokat KB is serving as legal advisor and Redgert Comms as strategic communications advisor to the Company in connection with the capital raise.

Important Information

The release, distribution or publication of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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, or a solicitation of any offer, to buy or subscribe for any securities in Qliro in any jurisdiction, neither from Qliro nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold within the United States absent registration or 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 securities referred to herein in the United States or to make a public offering of the 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, within or into the United States, the United Kingdom, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa, New Zealand or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom this press release, including any other information regarding the securities described herein, is only distributed to and directed only at, and any investment or investment activity to which this document relates is only available to and will be engaged in only with ”qualified investors” who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of “professional investors” as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons under (a) and (b) above are jointly referred to as ”relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, 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 is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Qliro has not authorised any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue. In any member state of the EEA, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation. The Company will prepare and publish an information document in accordance with Article 1.4 db of the Prospectus Regulation.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in new shares. Any investment decision in connection with the Rights Issue must be made based on all publicly available information relating to Qliro and Qliro’s shares. Such information has not been independently verified by Qliro or Pareto. Pareto is acting for Qliro in connection with the Rights Issue and no one else. Pareto will not be liable to anyone else for providing the protections afforded to Pareto’s clients nor for giving advice in connection with the Rights Issue or any other matter referred to herein. The information in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation for any investors’ decision regarding the Rights Issue. Each investor or prospective investor should conduct their own assessment, analysis and evaluation of the business and information described in this press release and publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of Qliro’s website nor any other website available through hyperlinks on Qliro’s website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains certain forward-looking statements that reflect Qliro’s current beliefs or expectations about future events and financial and operational performance, including statements about guidance, planning, prospects and strategies. Words like ”intend”, ”estimate”, ”expect”, “plan”, ”can” and similar expressions about indications or predictions about future development or trends which are not based on historical facts constitutes forward-looking information. The forward-looking statements in this press release are based on various assumptions, in several instances based on additional assumptions. Even if Qliro believes that the assumptions reflected in these forward-looking statements are reasonable, Qliro cannot give any warranties that any such forward-looking statements will be materialised. Since these forward-looking statements involve both known and unknown risks and uncertainties, the actual outcome can be essentially different compared to the forward-looking information. The Company does not provide any warranty that the assumptions which constitute the basis for the forward-looking statements in this press release are correct and each reader of the press release should not without reason trust the forward-looking statements in this press release. Forward-looking statements in this press release are only valid at the time of this press release and may be amended without notice. Neither Qliro nor anyone else undertakes any obligation to review, update or confirm or publicly announce any amendment of any forward-looking statement to reflect events that have occurred or circumstances occurring regarding the contents of this press release, unless required by law or the Nasdaq Stockholm rulebook.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014 /65/EU on markets in financial instruments, as amended (”MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ”MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ”manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Qliro have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the ”Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Qliro may decline and investors could lose all or part of their investment; the shares in Qliro offer no guaranteed income and no capital protection; and an investment in the shares in Qliro is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it should be noted that notwithstanding the Target Market Assessment, Pareto will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Qliro.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Qliro and determining appropriate distribution channels.