The Directed New Share Issue
Based on the authorization granted by the Annual General Meeting on 20 May 2025, the Board of Directors of Klimator has resolved to carry out a directed new share issue of 3,032,546 shares to a group of investors at a subscription price of SEK 2.40 per share, which will provide the Company with proceeds of approximately SEK 7.3 million before transaction related costs in Tranche 1. The Board has also resolved to carry out a directed new share issue of 943,666 shares to employees and members of the Board of Directors of the Company at a subscription price of SEK 2.40 per share, which will provide the Company with proceeds of approximately SEK 2.3 million before transaction related costs in Tranche 2. The subscription price in the Directed New Share Issue of SEK 2.40 represents a premium of approximately 2.2 percent compared to the VWAP of the Company’s share on Nasdaq First North Growth Market on 24 June 2025. In total, the number of shares in the Company will increase by 3,976,212 shares through the Directed New Share Issue, from 31,084,638 to 35,060,850, and the share capital will increase by SEK 198,810.60, from SEK 1,554,231.90 to SEK 1,753,042.50, resulting in a dilution effect of approximately 11.3 percent of the total number of shares and votes in the Company. Tranche 2 is partly directed to employees of the Company and is subject to subsequent approval by an Extraordinary General Meeting. A separate press release will be published to convene the Extraordinary General Meeting. The Company intends to use the net proceeds from the Directed New Share Issue to accelerate sales growth of existing products and seize upcoming opportunities within the Company’s adaptive road salting technology, enabling continued growth.
 
The subscription price has been determined through arm’s length negotiations between the Company and the investors, based on the current market price of Klimator’s share. Against this background, the Board of Directors is of the opinion that the subscription price reflects the prevailing demand and market conditions and is therefore considered to be in line with market terms.
 
Emil Danielsson, CEO of Klimator, comments:
"This is a very important milestone for Klimator’s growth journey and for seizing the commercial opportunity that is rapidly emerging within the winter industry with our Adaptive Road Salting solution, where Klimator’s hardware and software control the salt spreader in real time. Adaptive Road Salting enables contractors to move from static to fully data-driven decision-making, providing complete control over decisions, execution, and delivered quality. We are firmly committed to working alongside the winter industry to implement our existing solutions, along with the new path that Adaptive Road Salting enables. Our unique position within the winter industry allows us to continue delivering the most innovative solutions while leading the industry’s transition toward a more intelligent, data-driven, and sustainable future."
 
Reasons for the deviation from the shareholders’ pre-emptive rights
The Company’s Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue. The Board has concluded that it is more advantageous for the Company and its shareholders to raise additional capital through a share issue with deviation from the shareholders’ pre-emptive rights. This assessment takes into account several factors, including that a directed new share issue further diversifies and strengthens the Company’s shareholder base with carefully selected investors, that a rights issue would likely require a significant discount and costly underwriting commitments, and that the Directed New Share Issue is instead being carried out at a subscription price representing a premium of approximately 2.2 percent compared to the VWAP of the Company’s share on Nasdaq First North Growth Market on 24 June 2025. The Board therefore considers that the Directed New Share Issue is in the best interest of the Company and all its shareholders. In addition, the Directed New Share Issue will (i) further strengthen the Company’s financial position and enable the execution of its growth strategy, (ii) be completed in a significantly more time-efficient, cost-effective, and less complex manner than a rights issue, and (iii) provide the Company with the benefits of a strong balance sheet in the current market environment. Based on this overall assessment, the Board believes that the reasons for deviating from the shareholders’ pre-emptive rights outweigh the reasons that justify the main rule of conducting share issues with pre-emptive rights for shareholders. The Board therefore concludes that there are strong reasons for the deviation and that the Directed New Share Issue is also in the best interest of the Company and its shareholders.
 
The subscribers in Tranche 1 include Måns Flodberg (through company), Mesta A/S, Petter Wingstrand (privately and through company), Gainbridge Capital I AB, Jimmie Landerman, Strömberg Consulting AB, ID 1 AB, Niklas Estensson, Viktor Westman, Olssons Förvaltning AB, Andreas Poike, Capmate AB, John Bäck and Johan Krylborn. The subscribers in Tranche 2, which is directed to employees and members of the Board of Directors, include Johan Löfvenholm, Jörgen Bogren, Anders Oscarsson, Lars Brodal (through company), Viktoria Bogren, and Emil Danielsson (through company).
 
Advisor
Partner Fondkommission AB (“Partner Fondkommission”) is acting as financial advisor and issuing agent to Klimator in connection with the Directed New Share Issue.
 
For further information
Emil Danielsson, CEO of Klimator AB
E-mail: emil.danielsson@klimator.se
Phone: +46 (0) 70 421 04 00
Partner Fondkommission AB (phone 0046 31 761 22 30, www.partnerfk.se) is the company’s Certified Adviser on Nasdaq First North Growth Market.
This information is such that Klimator AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU No 596/2014). The information was submitted for publication, through the agency of the contact person set out above, at [XX:XX] CEST on 25 June 2025.

About Klimator
Klimator AB is a publicly listed software company with over 30 years of research in applied road climatology. Klimator has two innovations – the data platform Road Condition Data (RCD), providing predictive high precision road weather information, and the sensor fusion solution AHEAD providing real- time detective road weather information. With these innovations, Klimator provides precise and reliable road weather information to the winter maintenance and the automotive industries creating safer roads and enabling scalable autonomous driving (AD) and intelligent driver support systems (ADAS). In 2020, Klimator acquired HedeDanmark's business operations within connected sensors to broaden and strengthen Klimator's product portfolio.
 
Important Information
The publication, disclosure, or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where it has been published or distributed should inform themselves about and comply with such restrictions. Recipients of this press release are responsible for using this press release and the information contained herein in accordance with applicable laws in each jurisdiction. This press release does not constitute an offer to sell or an invitation to acquire or subscribe for any securities in the Company in any jurisdiction, neither by the Company, Partner Fondkommission, nor any other party.
 
This press release identifies neither nor purports to identify risks (direct or indirect) associated with an investment in the new shares. Any investment decision regarding the Offering should be made based on all publicly available information concerning the Company and the Company’s shares. Such information has not been independently verified by Partner Fondkommission. The information in this press release is provided solely as background information and does not claim to be complete. An investor should therefore not rely solely on the information in this press release or its accuracy or completeness. Partner Fondkommission acts on behalf of the Company in connection with the transaction and not on behalf of any other party. Partner Fondkommission is not responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice regarding the transaction or anything else mentioned herein.
 
This press release does not constitute a recommendation for any investor's decision regarding the Offering. Each investor or potential investor should conduct its own investigation, analysis, and evaluation of the business and the information described in this notice and all publicly available information. The price and value of securities can decrease as well as increase. Past performance is not indicative of future results.
This press release does not constitute or form part of an offer or solicitation to buy or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and applicable state laws or to any person who is not a qualified purchaser (as defined in the U.S. Investment Company Act of 1940 (the “Investment Company Act”)). The securities referred to herein may not be sold under circumstances that would require the Company to register under the Investment Company 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. Furthermore, the COMPANY has not been and will not be registered under the Investment Company Act. The information in this press release may not be disclosed, published, copied, or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, or any other jurisdiction where the disclosure, publication or distribution of the information would not comply with applicable laws or regulations or would require a prospectus, registration, or other measures other than those required under Swedish law. Actions in violation of these instructions may constitute breaches of applicable securities laws.
 
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any offer to the public of shares or rights in any member state (“Member State”) of the European Economic Area (“EEA”) and no prospectus has been or will be prepared in connection with the Offering. In each EEA Member State, this communication is directed only at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
 
In the United Kingdom, this press release and any other material in relation to the securities described herein is being distributed only to, and any investment or investment activity to which this document relates is available only to, (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth companies, unincorporated associations, and other persons to whom it may lawfully be communicated falling within Article 43 of the Order or others to whom it may otherwise lawfully be communicated under an exemption under Article 21(1) of the UK Financial Services and Markets Act 2000 or otherwise in circumstances where Section 21 of that Act does not apply (all such persons together being referred to as “relevant persons”). In the UK, any investment or investment activity to which this document relates is available only to and will be engaged in only with relevant persons. Persons who are not relevant persons should not act or rely on this press release. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
 
Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations regarding and goals for the Company’s future operations, financial condition, development, liquidity, results, outlook, expected growth, strategies, opportunities, and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “may,” “plan,” “estimate,” “should,” “could,” “aim,” or “might” or, in each case, their negatives or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are in turn based on further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any assurances that they will occur 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 may differ materially from those expressed in the forward-looking statements, which are the result of many factors. Such risks, uncertainties, unforeseen events, and other important factors could cause actual events to differ materially from the expectations expressed or implied in these 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 accepts no obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements contained in this press release are provided only as of the date hereof and may be subject to change without notice. Neither the Company nor any other party undertakes any obligation to review, update, confirm, or disclose any revisions to the forward-looking statements to reflect events or circumstances arising after the date of this press release.