Summary of the Rights Issue

• The purpose of the Rights Issue is to manage the upcoming maturity of the Bonds, to strengthen the Company's liquidity situation and to establish a long-term sustainable capital structure for the Company.

• Anyone who, on the record date of June 16, 2025, is registered as a shareholder in DistIT and is entitled to participate in the Rights Issue will receive twelve (12) subscription rights for each existing share. One (1) subscription right entitles the holder to subscribe for one (1) new share. The Rights Issue comprises a maximum of 336,971,184 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 67,394,236.8.

• The subscription period runs from and including June 18, 2025 to and including July 2, 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than July 2, 2025. The board of directors also has the right to extend the time of payment.

• The subscription price amounts to SEK 0.50 per share. 

• Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period June 18, 2025 through June 27, 2025.

• Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 168 million before issue costs.

• Shareholders who do not participate in the Rights Issue will have their shareholding diluted by up to 92.3 percent, but will have the opportunity to financially compensate for the dilution by selling their subscription rights.

• As the Company announced on April 29, 2025, the Company has reached a principal agreement with a group of major Bondholders representing approximately 40 percent of the outstanding nominal amount under the Bonds. The principal agreement includes, inter alia, conditional upon the approval of the Written Procedure, that the agent under the Bonds ("Agent") undertakes, on behalf of the Bondholders, to subscribe for shares to an amount of SEK 137,156,250. Any allotment of the subscribed shares shall be made  by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount (the "Debt Conversion"). The Debt Conversion is conditional upon the approval of at least two-thirds of the Bondholders that vote in the Written Procedure. The Company intends to initiate the Written Procedure no later than May 13, 2025 with the final voting day set to no later than June 2, 2025.

• The board of directors' resolution on the Rights Issue is conditional upon approval at the Extraordinary General Meeting scheduled to be held on June 12, 2025

Background and motives

The Bonds mature on May 19, 2025. In order to manage the upcoming maturity and to establish a long-term sustainable capital structure for DistIT, the Company has reached a principle agreement, which includes, inter alia, the Rights Issue, with a group of major Bondholders representing approximately 40.2 percent of the outstanding nominal amount under the Bonds,. The purpose of the Rights Issue is thus to manage the upcoming maturity of the Bonds, to strengthen the Company's liquidity situation and to establish a long-term sustainable capital structure for the Company.

Upon full subscription of the Rights Issue, the Company will receive approximately SEK 168 million before deduction of issue costs, which are expected to amount to approximately SEK 7 million. The net proceeds thus amount to approximately SEK 161 million. In the event that the Written Procedure is approved (by at least two-thirds of the Bondholders that vote in the Written Procedure) and the Debt Conversion is completed, the payment of the subscription price will be made partially by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount.

The expected net proceeds will be used exclusively for the Company's ongoing operations, including redemption of part of the Bond to the extent that the cash net proceeds exceed SEK 31,329,342. In the event that the Rights Issue is not sufficiently subscribed, it is the Company's intention to seek alternative financing opportunities such as a new rights issue, a directed share issue or long-term loan financing from existing or new investors.

Terms of the rights issue

The board of directors' resolution on the Rights Issue is conditional upon approval at the Extraordinary General Meeting scheduled to be held on June 12, 2025. The notice to the Extraordinary General Meeting will be published by way of a separate press release.

Anyone who, on the record date of June 16, 2025, is registered as a shareholder in DistIT and is entitled to participate in the Rights Issue will receive twelve (12) subscription rights for each existing share. One (1) subscription right entitles the holder to subscribe for one (1) new share. The last day of trading in DistIT's shares including the right to participate in the Rights Issue is June 12, 2025.

In the event that not all shares are subscribed for by exercise of subscription rights, the board of directors shall resolve on the allotment of new shares on the following basis:

a) firstly to those who have subscribed for shares by exercising subscription rights and who wish to subscribe for additional shares (regardless of whether they were shareholders on the record date or not), pro rata in relation to their subscription with subscription rights, and, to the extent that this cannot be done, by drawing lots;

b) secondly, to others who have expressed an interest in subscribing for shares without subscription rights (and who are not covered by item a) above and are not Bondholders, in accordance with item c) below), pro rata in relation to their registered interest, and, to the extent that this cannot be done, by drawing lots; and
c) thirdly, to Bondholders, pro rata to their held Bonds, to the extent this is not possible, by drawing of lots.

The subscription period runs from and including June 18, 2025 to and including July 2, 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than July 2, 2025. The board of directors also has the right to extend the time of payment. Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period June 18, 2025 through June 27, 2025. New shares entitle to dividends from the day the shares are entered in the share register at Euroclear Sweden AB.

The subscription price amounts to SEK 0.50 per share. The Rights Issue comprises a maximum of 336,971,184 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 67,394,236.8. Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 168 million before issue costs.

In connection with the Rights Issue, the board of directors has resolved to propose that the Extraordinary General Meeting resolves to reduce the Company's share capital through a transfer to non-restricted equity, from SEK 56,161,864 to SEK 5,616,186.40 to enable the proposed number of newly issued shares at the subscription price in the Rights Issue. If the Rights Issue is fully subscribed and after completion of the reduction of the share capital, the Company's share capital will amount to SEK 73,010,423.20 and the number of shares to 365,052,116. If the Rights Issue is fully subscribed, this will result in a dilution effect of approximately 92.3 percent of the number of shares and votes for shareholders not participating in the Rights Issue.

Debt Conversion

Provided the approval of at least two-thirds of the Bondholders that vote in the Written Procedure, the Rights Issue will be secured to approximately 81.4 percent through the Bondholders' undertakings to carry out the Debt Conversion of approximately SEK 137,156,250. The Debt Conversion, should it become effective, shall be made by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount.

Information document

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed by 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, as amended ("Prospectus Regulation"). The information document will be prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document is expected to be published on June 13, 2025.

Preliminary timetable for the Rights Issue

The following timetable for the Rights Issue is preliminary and may be subject to change.

Advisors

ABG Sundal Collier is acting as financial advisor and Advokatfirma DLA Piper Sweden KB is acting as legal advisor in connection with the Rights Issue.