The acquisition will be executed as a share-based transaction valued at approximately EUR 7.8 million (approximately SEK 89.7 million), to be settled entirely in newly issued Abelco shares at a fixed subscription price of SEK 0.005 per share. This corresponds to an issuance of approximately 17.94 billion shares and is expected to represent approximately 88.68 percent of the shares in Abelco upon completion.

The acquisition follows the non-binding term sheet announced on 18 July 2025 and a completed due diligence process.

The transaction is subject to approval by shareholders at an upcoming Extraordinary General Meeting (EGM), the granting of a waiver to the Seller by the Swedish Securities Council in respect of applicable share issuance thresholds, regulatory approvals in Sweden, Malaysia, and Singapore, as well as the fulfilment of customary closing conditions. A formal notice to the EGM, including detailed proposals and supporting documentation, will be published separately. The EGM is expected to be held during the third quarter of 2025.

Strategic Rationale for the Acquisition

The acquisition represents a key step in Abelco’s ongoing strategic transformation into a regional player in digital infrastructure, cybersecurity, and artificial intelligence. The Target Companies bring operational scale, a strong enterprise customer base, and complementary capabilities in cloud technology, managed infrastructure, and digital transformation services—particularly within Southeast Asia.

“The signing of the SPA marks a key step in accelerating Abelco’s growth across Southeast Asia. Cloudaron and DACS bring a solid customer base, scalable infrastructure, and strong management – fully aligned with our long-term strategic direction,” says Kin-Wai Lau, CEO and Board Member of Abelco.

Transaction Summary

The total purchase price amounts to approximately EUR 7.8 million (approximately SEK 89.7 million), to be paid in the form of newly issued Abelco shares at a subscription price of SEK 0.005 per share. The share consideration will consist of approximately 17.94 billion shares, which will represent approximately 88.68 percent of the shares in Abelco upon completion.

To ensure sound practice and corporate governance, the Company confirms that the joint board member, Gan Nyap Liow, has not participated in any part of the decision-making process related to the transaction in order to avoid any conflict of interest.

About the Target Companies

Cloudaron Pte Ltd is a Singapore-based developer of digital media software and serves as an investment holding entity. DACS Network Solutions Sdn Bhd, headquartered in Malaysia, specializes in the distribution of IT and telecom infrastructure. Both companies operate in key sectors including government, banking, and technology, with a combined presence that provides a strong operational platform across the ASEAN region.

As of 31 March 2025, the Target Companies reported a combined revenue of approximately SGD 2.2 million, equivalent to approximately EUR 1.5 million.

Extraordinary General Meeting

The upcoming extraordinary general meeting is intended to address resolutions regarding, among other things, a directed share issue to the Seller, amendments to the Articles of Association, authorization for the Board of Directors to resolve on additional issuances of shares, warrants and/or convertibles, adjustments to the composition of the Board of Directors and the Company’s registered name, as well as other matters related to the transaction and its implementation. A comprehensive overview of the transaction and its strategic significance will be made available to shareholders well in advance of the meeting.

Indicative Timeline