In accordance with previous communications, W5 Solutions intends to use the net proceeds of the Share Issue to, together with bank financing, finance the acquisition of KT-Shelter Oy (“KT-Shelter”). Completion of the acquisition of KT-Shelter is expected in Q2 2026, subject to FDI review and requires prior approval from Finland’s Ministry of Economic Affairs and Employment. Should the acquisition not be completed due to the conditions set out above, the net proceeds from the Share Issue shall be used exclusively for future acquisitions and other growth initiatives.

The Share Issue is intended to be carried out with deviation from the shareholders’ preferential rights, subject to subsequent approval by an Extraordinary General Meeting. A notice to the Extraordinary General Meeting will be published through a separate press release. W5 Solutions has appointed DNB Carnegie as Sole Global Coordinator and Bookrunner to explore the conditions for carrying out the Share Issue. The Share Issue will in total comprise shares corresponding to approximately SEK 100 million.

Certain members of the Company’s Board of Directors have indicated an interest in participating in the Share Issue. Due to Chapter 16 of the Swedish Companies Act (2005:551) (commonly referred to as the Leo rules), any portion of the Share Issue that may potentially be allocated to members of the Board will require special approval from an Extraordinary General Meeting with the support of at least nine tenths of both the votes cast and the shares represented at the meeting.

The subscription price and the allocation of shares in the Share Issue will be determined through the Bookbuilding to be carried out by DNB Carnegie and will commence immediately after the publication of this press release. The Bookbuilding is expected to be completed before the market opens on Nasdaq First North Growth Market at 09:00 CET on 13 March 2026. The total number of shares to be issued, the subscription price per share, and the allocation in the Share Issue will be determined by the Company in consultation with the DNB Carnegie. The Company will announce the outcome of the Share Issue through a press release once the Bookbuilding has been completed. The Bookbuilding may, at the discretion of the Company or DNB Carnegie, be shortened, extended, or cancelled at any time, and the Company may therefore choose to fully or partially refrain from carrying out the Share Issue.

Deviation from shareholders' preferential rights
Prior to the Share Issue, the Board of Directors has made an overall assessment and carefully considered the option to raise capital through a rights issue. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) to increase the flexibility of the timing of the Share Issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (ii) to benefit from the cost savings associated with the reduced necessity to utilize more bank financing, (iii) that the Share Issue, in relation to the Company's market capitalization, is limited in size, which entails that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue, and (v) to strengthen the Company's shareholder base with Swedish and international institutional investors in order to maintain and enhance the liquidity of the Company's share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.

Since the subscription price in the Share Issue will be determined through the Bookbuilding, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.

Extraordinary General Meeting
Provided that the Board of Directors resolves to carry out the Share Issue, a notice to an Extraordinary General Meeting will be published separately to approve the Share Issue. The notice is expected to be to be published no later than 13 March 2026.

Lock-up undertakings
Provided that the Board of Directors resolves to carry out the Share Issue, the Board members Jonas Rydin, Anna Söderblom and Erik Heilborn as well as members of the Company’s management Evelina Hedskog (CEO), Cecilia Driving (CFO), Martin Kammenhed (Chief of Staff), Gunilla Stomberg (VP and Head of Business Area Integration), Tobias Johansson (VP and Head of Business Area Power) and Toralf Johannessen (VP and Head of Business Area Training) have undertaken not to sell or otherwise transfer or dispose of shares or other securities in W5 Solutions, without the consent of DNB Carnegie, during a period of 180 calendar days following the settlement of the Share Issue. Additionally, the Company will undertake, with certain exceptions and provided that the Board of Directors resolves to carry out the Share Issue, not to carry out or propose any additional issuances of shares or other securities in the Company, without the consent of DNB Carnegie, for a period of 180 calendar days following the settlement of the Share Issue.

Information to investors in accordance with Act (2023:560) on the Screening of Foreign Direct Investments
The Company has made the assessment that the Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”) is applicable on the Company’s operations. In the event that subscription of shares in the Share Issue would entail that an investor after the investment, direct or indirect, would dispose of votes corresponding to or increasing any of the threshold values 10, 20, 30, 50, 65 or 90 percent of the votes in the Company, the investor must, in accordance with the FDI Act, notify the National Inspectorate of Strategic Products of its investment. For more information, please refer to the National Inspectorate of Strategic Products’ website, www.isp.se, or contact the Company.

Advisers
DNB Carnegie Investment Bank AB is acting as Sole Global Coordinator and Bookrunner in connection with the Share Issue. DLA Piper is serving as legal advisor to the Company in connection with the Share Issue.

Important Information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed should 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 W5 Solutions in any jurisdiction, neither from W5 Solutions nor from someone else. DNB Carnegie are acting for the Company in connection with the Share Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Share Issue or any other matter referred to herein.

Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by DNB Carnegie. The information contained in this announcement 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 announcement or its accuracy or completeness.

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. The securities referred to herein have not been registered under the Securities Act and 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, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa, South Korea, Switzerland 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.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. W5 Solutions has not authorized any offer to the public of shares or other securities in any member state of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed 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” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), 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 falling within Article 49(2)(a) to (d) of the Order (all such persons together being 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 on the basis of this press release and should not act or rely on it.

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 W5 Solutions 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) suitable 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 W5 Solutions may decline and investors could lose all or part of their investment; the shares in W5 Solutions offer no guaranteed income and no capital protection; and an investment in the shares in W5 Solutions 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, DNB Carnegie 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 W5 Solutions. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in W5 Solutions and determining appropriate distribution channels.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and, furthermore, do not undertake any responsibility for the future accuracy of the views expressed, or any obligation to update or revise the statements of this press release with the purpose to better reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market Rulebook.