Christoffer Rutgersson, CEO, comments:
“2025 was a year of strong volume growth, with total payment volume increasing by 39%, and we continued to gain market share in the Nordics. Our commercial momentum has carried into the new year, and in the first two months alone we have signed agreements that will add more than SEK 2 billion in incremental payment volume, with more than 100 merchants choosing to upgrade to Qliro. Against this backdrop, we are now undertaking a strategic capital raise to fund the growth of our loan book and accelerate our ambition to become the market leader in the Nordics within 3–5 years.”

Summary

• The Board of Directors of Qliro has today, based on the authorization granted by the Annual General Meeting held on 28 May 2025, resolved on the Rights Issue.
• The net proceeds from the Equity Raise are intended to support the Company’s continued growth, including strengthening its equity base to maintain a solid capital position in line with increasing payment and lending volumes, as well as for general corporate purposes.
• Upon full subscription in the Rights Issue, the Company will receive SEK 60 million before deduction of transaction costs.
• In addition to the Rights Issue, and provided that the Rights Issue is oversubscribed, the Board of Directors may choose to carry out the Overallotment Issue, which would raise up to approximately SEK 40 million for the Company before transaction costs.
• The subscription price has been set at SEK 17 per share. The subscription price will be the same in both the Rights Issue and the potential Overallotment Issue.
• Shareholders who, on the record date of 24 March 2026, are registered as shareholders in Qliro will receive one (1) subscription right for each share held. Eight (8) subscription rights entitle the holder to subscribe for one (1) newly issued share.
• The subscription period in the Rights Issue will run from and including 26 March 2026 up to and including 14 April 2026.
• Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 11 percent (calculated based on the total number of outstanding shares in the Company after completion of the Rights Issue and including the shares issued in connection with STIP 2025) but will have the opportunity to financially compensate for the dilution by selling their subscription rights.
• If the Company increases the issue amount by up to approximately SEK 40 million through the Overallotment Issue, shareholders who choose not to participate in the Rights Issue will instead have their ownership diluted by up to approximately 17 percent (calculated based on the total number of outstanding shares in the Company following the completion of the Equity Raise and including the shares issued in connection with STIP 2025, assuming that the Rights Issue is fully subscribed and that the Overallotment Issue is fully utilized).
• The Overallotment Issue is conditional upon an extraordinary general meeting resolving to approve the Board of Directors’ resolution on the Overallotment Issue.
• The Board of Directors intends to convene an extraordinary general meeting through a separate press release, which is expected to be published as soon as possible.
• Subscription commitments from existing shareholders and new investors amount to approximately SEK 60 million, corresponding to 100 percent of the Rights Issue. The Rights Issue is thus fully secured.
• No prospectus will be prepared in connection with the Equity Raise. The Company will prepare and publish an information document (the “Information Document”) in accordance with Article 1.4 (d b) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”).

Background and rationale for the Equity Raise
Qliro is targeting profitability in Q1 2026 while continuing to deliver a high growth rate in both payment and lending volumes. In line with the strong development seen in 2025, the Company expects continued strong volume growth going forward. Over time, this growth is expected to drive further expansion of the loan book and thereby an increased need for equity capital.

To support this expansion and to ensure that the Company maintains a strong capital adequacy position in accordance with applicable regulatory requirements and its long-term financial targets, the Board has assessed that additional equity capital is required. Strengthening the capital base at this stage enables the Company to continue executing on its growth strategy without constraining lending capacity.

Use of proceeds
The net proceeds from the contemplated Equity Raise are intended to:

• Strengthen the Company’s own funds and overall capital adequacy position;
• Support continued growth in payment and lending volumes, including the expansion of the credit portfolio; and
• Provide additional financial flexibility for general corporate purposes.

Through the Equity Raise, the Company aims to secure a robust capital structure that supports sustainable growth and operational scalability.

The Rights Issue
Shareholders who are registered in the share register maintained by Euroclear Sweden on the record date 24 March 2026 will receive one (1) subscription right for each share held in Qliro. Eight (8) subscription rights entitle the holder to subscribe for one (1) newly issued share. The subscription price is SEK 17 per share, which means that Qliro will receive gross proceeds of approximately SEK 60 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed.

Provided that the Rights Issue is fully subscribed, the number of shares in Qliro will increase by 3,541,244, from 28,329,957 to 31,871,201, and the share capital will increase by SEK 9,915,483.20, from SEK 79,323,879.60 to SEK 89,239,362.80. The stated number of existing shares and existing share capital includes 53,455 shares issued in connection with the Company's STIP 2025 that have not yet been registered with the Swedish Companies Registration Office or recorded in the share register maintained by Euroclear Sweden AB.

Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 11 percent (calculated based on the total number of outstanding shares in the Company after completion of the Rights Issue and including the shares issued in connection with STIP 2025). However, such shareholders have the opportunity to financially compensate for this dilution by selling their subscription rights.

The last day of trading in Qliro’s shares including the right to receive subscription rights in the Rights Issue is 20 March 2026. The shares will be traded excluding the right to receive subscription rights from and including 23 March 2026. The subscription period, with or without the support of subscription rights, will run from and including 26 March 2026 up to and including 14 April 2026. Trading in subscription rights will take place on Nasdaq Stockholm during the period from and including 26 March 2026 up to and including 9 April 2026, and trading in BTA (paid subscribed shares) will take place on Nasdaq Stockholm from and including 26 March 2026 up to around 30 April 2026.

The complete terms and conditions of the Rights Issue, as well as information about the Company, will be set out in the Information Document, which is expected to be published on the Company’s website on or around 24 March 2026.

The Overallotment Issue
Through the Overallotment Issue, the Company may increase the total issue amount by up approximately SEK 40 million given that the Rights Issue is oversubscribed, in order to meet stronger investor demand and thereby broaden Qliro’s shareholder base.

The Overallotment Issue is, from a technical standpoint, a directed share issue. The Overallotment Issue is conditional upon an extraordinary general meeting resolving to approve the Board of Directors’ resolution on the Overallotment Issue. The Board of Directors intends to convene an extraordinary general meeting through a separate press release, which is expected to be published as soon as possible.

The subscription price in the potential Overallotment Issue will correspond to the subscription price in the Rights Issue. In the event of oversubscription, allocation in the Overallotment Issue shall primarily be made to investors who have entered into subscription commitments exceeding their respective preferential rights (if any) to new shares in the Rights Issue. Secondarily, allocation shall be made to other parties who have expressed an interest in subscribing for shares without primary or subsidiary preferential rights in the Rights Issue. If full allocation to these parties is not possible, allocation shall be made pro rata in relation to their expressed interest and, to the extent this is not feasible, by drawing of lots.

The reason for deviation from the shareholders’ preferential rights in the potential Overallotment Issue is to accommodate the demand from those investors whose pre-submitted subscription commitments have been a prerequisite for carrying out the Rights Issue on the current terms. The Board of Directors has carefully considered various alternatives for addressing investor interest and has concluded that it is beneficial to the shareholders, who are also given the opportunity to subscribe for new shares in the Rights Issue, that the Company completes the Rights Issue and, in the event of oversubscription, is able to meet the strong interest from investors who have entered into subscription commitments exceeding their preferential rights (if any), as well as other investors who have applied for subscription without preferential rights, by increasing the total issue amount through the Overallotment Issue at a valuation that is both attractive for the Company and market-based. In this context, the Board has particularly noted that the subscription price has been determined based on arm’s length negotiations between the Company and the investors whose commitments may be met through the possibility to increase the issue amount via the Overallotment Issue.

If the Company carries out the Overallotment Issue, the number of shares in Qliro will further increase by up to 2,372,872, and the share capital will further increase by up to SEK 6,644,041.60. If the Company increases the total issue amount by up to approximately SEK 40 million, shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to approximately 17 percent (calculated based on the total number of outstanding shares in the Company following the completion of the Equity Raise and including the shares issued in connection with STIP 2025, assuming that the Rights Issue is fully subscribed and that the Overallotment Issue is fully utilized).

Subscription undertakings in the Rights Issue and the potential Overallotment Issue
The Company has received subscription commitments from existing shareholders to subscribe for their respective pro rata shares or more in the Rights Issue, amounting to approximately SEK 42 million, corresponding to approximately 70 percent of the Rights Issue. In addition, new investors have undertaken to subscribe for shares totaling approximately SEK 18 million, corresponding to approximately 30 percent of the Rights Issue. Accordingly, the Rights Issue is covered by subscription commitments totaling SEK 60 million, corresponding to 100 percent of the Rights Issue (excluding the Overallotment Issue).

No compensation will be paid for the subscription undertakings. The subscription undertakings are not secured by bank guarantees, escrow funds, pledges, or similar arrangements.

Extraordinary General Meeting
The Board of Directors intends to convene an extraordinary general meeting through a separate press release, which is expected to be published as soon as possible, in order to resolve to approve the Board of Directors’ resolution on the Overallotment Issue.

Certain major shareholders, whose holdings together represent approximately 47 percent of the shares and the votes in Qliro (calculated based on the total number of outstanding shares in the Company including the shares issued in connection with STIP 2025), have undertaken to vote in favor of the Board of Directors’ resolution on the Overallotment Issue.

Lock-up commitments
In connection with the Rights Issue, the Company has undertaken, subject to customary exceptions (including exceptions for shares that may be issued to finance future acquisitions), not to issue any additional shares for a period of 90 calendar days following the announcement of the outcome of the Rights Issue. Members of the Board of Directors and management team, have undertaken, subject to customary exceptions, not to sell any shares (applicable to any shares currently held or subscribed for in the Rights Issue) in Qliro for a period of 60 calendar days following the announcement of the final outcome in the Rights Issue.

Information Document
The Company will prepare and publish the Information Document in the format prescribed by Annex IX of the Prospectus Regulation. The Information Document will be made available on the Company’s website prior to the commencement of the subscription period in the Rights Issue, around 24 March 2026.

Indicative Timetable – The Rights Issue
The timetable below for the Rights Issue is preliminary and may be subject to change.

Advisors
Pareto Securities AB is acting as Sole Manager and Bookrunner to the Company in connection with the Equity Raise. Wigge & Partners Law KB is serving as legal advisor and Redgert Comms as strategic communications advisor to the Company in connection with the Equity 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, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, 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.