Tap Issue

Voi has mandated DNB Carnegie Investment Bank as sole bookrunner to arrange a series of credit investor meetings commencing on 2 October 2025 to explore the possibility of successfully completing the Tap Issue with an expected issue size of up to EUR 40 million. A capital markets transaction may follow, subject to inter alia market conditions. The proceeds from the Tap Issue will be used to scale Voi's e-scooter and e-bike fleet and for general corporate purposes. Upon completion of a successful Tap Issue, the aggregate outstanding nominal amount under the Bonds will be EUR 90 million.

Written Procedure

Voi has today instructed Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity as agent under the Bonds to send a notice of the Written Procedure including voting instructions to the direct registered owners and registered nominees of the Bonds in the Company’s debt ledger held with Euroclear Sweden as per 1 October 2025, for the purpose of requesting that the holders of the Bonds (the “Bondholders”) approve certain amendments of the Terms and Conditions.

Following Voi’s strong operational and financial performance throughout 2025, the Company has held discussions with the largest Bondholders concerning the Company’s financing flexibility to better align its financing needs with seasonality and timing of cash flows through inter alia an increase in the maximum amount permitted under the Super Senior WCF. In the Written Procedure, the Bondholders are requested to approve to amend the Terms and Conditions. As proposed, the amendments will include (i) increase in the maximum amount permitted under the Super Senior WCF from a fixed EUR 5 million cap to up to EUR 25 million, (ii) extend the refinancing window for acquired debt and (iii) postpone the First Call Date. 

For more information regarding the requested approval, please refer to the notice of the Written Procedure which is available on Voi's website and the Agent's website. 

Bondholders together representing approximately 68.2 per cent the total adjusted nominal amount of the Bonds have irrevocably undertaken to vote in favour of the request in the Written Procedure, which represents more than the requisite majority.

The outcome of the Written Procedure will be announced by way of press release in connection with the conclusion of the Written Procedure. The voting record date is 9 October 2025 and the last day for voting in the Written Procedure is 21 October 2025. The Written Procedure may however be terminated before the expiry of the time period for replies if a requisite majority has been obtained.

If the Written Procedure is approved by a requisite majority of the Bondholders, each eligible Bondholder will be entitled to a consent fee amounting to 0.75 per cent of the outstanding nominal amount of all Bonds held by such Bondholder at the relevant record date, subject to the terms set out in the notice of the Written Procedure. 

For questions regarding the requests in the Written Procedure, please contact DNB Carnegie Investment Bank AB (publ) at bond.syndicate@dnbcarnegie.no or +46 8 588 688 00.

For questions to Nordic Trustee regarding the administration of the Written Procedure, please contact Nordic Trustee at voting.sweden@nordictrustee.com or +46 8 783 79 00.

Trading update

In connection with the Tap Issue and the Written Procedure, Voi also provides an update on its last twelve months (LTM) financial performance as of August 2025, with YoY-developments*, as follows:

• Net revenue: EUR 158 million (+27% YoY)
• Vehicle profit: EUR 93 million (+37% YoY)
• Market EBITDA: EUR 57 million (+48% YoY)
• Adjusted EBITDA: EUR 27 million (+302% YoY)

* Compared with LTM August 2024

DNB Carnegie Investment Bank is acting as sole bookrunner and financial advisor to Voi and Gernandt & Danielsson Advokatbyrå as legal advisor to Voi in relation to the Tap Issue and the Written Procedure.