W5 Solutions intends to carry out a directed share issue of approximately SEK 150 million

Background and rationale for the Directed Share Issue
W5 Solutions is well positioned to benefit from the continued increase in defence spending across Sweden and other European markets. The Company offers mission-critical solutions across Training, Power and Integration, addressing the growing need for enhanced operational readiness, resilient energy supply and modernised defence infrastructure.
Following a period of investments to build capacity and support future growth, W5 Solutions is focused on strengthening profitability, improving operational efficiency and converting its strong market position into sustainable growth.
As announced on 27 September 2026 by press release, temporary delivery delays in a larger project are expected to shift approximately SEK 20 million of EBIT from the third quarter of 2026 to the fourth quarter of 2026. The delays do not affect planned full-year delivery volumes. The Company also expects gross margins to improve during the third quarter of 2026 compared with the second quarter of 2026, driven by a more favourable project mix and the impact of pricing and efficiency measures. Supported by its order book and planned deliveries, W5 Solutions continues to expect strong growth during the second half of 2026.
To support the Company's continued growth, address increasing working capital requirements and further strengthen its balance sheet, W5 Solutions intends to carry out the Directed Share Issue. The Company believes that additional financial flexibility would support the execution of its strategy, enable it to capitalize on attractive market opportunities and support its long-term financial targets.
The net proceeds from the Directed Share Issue will primarily be used to reduce debt, strengthen the Company’s balance sheet and enhance financial flexibility. Proceeds are expected to be allocated broadly as follows:
·        ~65% to debt repayment, aimed at strengthening the capital structure, reducing leverage and improving financial flexibility.
·        ~25% to working capital requirements associated with the execution of the order backlog and future growth opportunities.
·        ~10% to general corporate purposes, including restructuring and cost-efficiency measures aimed at improving profitability and increasing operational leverage.
The Directed Share Issue
The Board of Directors of W5 Solutions intends to resolve on the Directed Share Issue, subject to subsequent approval by an Extraordinary General Meeting of the Company, and the Directed Share Issue is intended to be carried out with deviation from the shareholders’ preferential rights. W5 Solutions has appointed DNB Carnegie as Sole Global Coordinator and Bookrunner in connection with the Directed Share Issue. The Directed Share Issue will in total comprise shares corresponding to approximately SEK 150 million.
The chairman of the Company’s Board of Directors, Jonas Rydin, has indicated an interest in participating in the Directed Share Issue through Cajory Defence AB. In addition, the Company's CEO, Evelina Hedskog, has expressed an interest in participating in the Directed Share Issue. Due to Chapter 16 of the Swedish Companies Act (2005:551) (commonly referred to as the Leo rules), any portion of the Directed Share Issue that may potentially be allocated to members of the Board of Directors and Management team will require special approval from an Extraordinary General Meeting with the support of at least nine tenths of both the votes cast and the shares represented at the meeting.
Furthermore, certain of the Company's major shareholders, including Salénia AB, have expressed an interest in participating in the Directed Share Issue.
The subscription price and the allocation of shares in the Directed Share Issue will be determined through the Bookbuilding to be carried out by DNB Carnegie and will commence immediately after the publication of this press release. The Bookbuilding is expected to be completed before the market opens on Nasdaq First North Growth Market at 09:00 CEST on 1 October 2026. The total number of shares to be issued, the subscription price per share, and the allocation in the Directed Share Issue will be determined by the Company in consultation with DNB Carnegie. The Company will announce the outcome of the Directed Share Issue through a press release once the Bookbuilding has been completed. The Bookbuilding may, at the discretion of the Company or DNB Carnegie, be shortened, extended, or cancelled at any time, and the Company may therefore choose to fully or partially refrain from carrying out the Directed Share Issue.
Deviation from shareholders' preferential rights
The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue. The Board of Directors assesses that the reasons for deviating from the shareholders' preferential right are (i) to increase the flexibility of the timing of a share issue to minimize dependency on market conditions, as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as a risk for a potentially adverse effect on the share price, (ii) the extended time period required for a rights issue would expose the Company to risks related to changing market conditions over a longer period, which in turn could result in the Company missing the opportunity to raise capital in time to secure its liquidity needs in the short and medium term, and such a development could adversely affect the Company's financial and operational flexibility and limit the Company's ability to capitalize on business opportunities, (iii) to benefit from cost savings associated with the reduced necessity to utilize additional bank financing, (iv) a rights issue process would be disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for the Company, whereas a directed share issue can be carried out at lower cost and with less complexity, and (v) to potentially strengthen the Company's shareholder base with Swedish and international institutional investors in order to maintain and enhance the liquidity of the Company's share, as well as to broaden the base of financially strong shareholders who are assessed to have the financial capacity to support the Company's operations on a long-term basis, which is expected to strengthen the Company's ability to execute its strategy.
Furthermore, Cajory Defence AB and Salénia AB, which are assessed to have the financial capacity to support the Company’s operations on a long-term basis, will remain large shareholders going forward, which in the view of the Board of Directors creates comfort and stability for the Company as well as its shareholders.
Considering the above, the Board of Directors' overall assessment is that a directed share issue with deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company and its shareholders.
Since the subscription price in the Directed Share Issue will be determined through the Bookbuilding, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.
Extraordinary General Meeting
Provided that the Board of Directors resolves to carry out the Directed Share Issue, a notice to an Extraordinary General Meeting to approve the Directed Share Issue will be published separately. The notice is expected to be published no later than on 1 October 2026.
Certain existing shareholders, representing approximately 36.4 per cent of the outstanding shares and votes in the Company, have entered into voting undertakings pursuant to which they have irrevocably undertaken to vote in favour of the Board of Directors' proposal to approve the Directed Share Issue at the Extraordinary General Meeting.
Lock-up undertakings
On 12 March 2026, W5 Solutions carried out a directed share issue, in connection with which the Company undertook, towards DNB Carnegie, not to issue additional shares for a period of 180 calendar days following settlement of the directed share issue, subject to customary exceptions. DNB Carnegie has granted the Company a waiver from such lock-up restrictions in order to facilitate the contemplated Directed Share Issue.
Provided that the Board of Directors resolves to carry out the Directed Share Issue, the Company will undertake, with certain exceptions, not to carry out or propose any additional issuances of shares or other securities in the Company, without the consent of DNB Carnegie, for a period of 180 calendar days following the settlement of the Directed Share Issue.
Additionally, all members of the Company's Board of Directors, and members of the Management team Evelina Hedskog (CEO), Martin Kammenhed (Chief of Staff), Gunilla Stomberg (VP and Head of Business Area Integration) and Tobias Johansson (VP and Head of Business Area Power) have undertaken, with certain exceptions, not to dispose of shares or other financial instruments in the Company for a period of 180 calendar days following the settlement of the Directed Share Issue.
Information to investors in accordance with Act (2023:560) on the Screening of Foreign Direct Investments
The Company has made the assessment that the Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”) is applicable on the Company’s operations. In the event that subscription of shares in the Directed Share Issue would entail that an investor after the investment, direct or indirect, would dispose of votes corresponding to or increasing any of the threshold values 10, 20, 30, 50, 65 or 90 percent of the votes in the Company, the investor must, in accordance with the FDI Act, notify the National Inspectorate of Strategic Products of its investment. For more information, please refer to the National Inspectorate of Strategic Products’ website, www.isp.se, or contact the Company.
Advisors
DNB Carnegie Investment Bank AB is the Sole Global Coordinator and Bookrunner in connection with the Directed Share Issue. Advokatfirman Delphi is legal counsel to the Company in connection with the Directed Share Issue.
Important Information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed should 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 W5 Solutions in any jurisdiction, neither from W5 Solutions nor from someone else. DNB Carnegie is acting for the Company in connection with the Directed Share Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.
Any investment decision in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by DNB Carnegie. The information contained in this announcement 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 announcement or its accuracy or completeness.
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. The securities referred to herein have not been registered under the Securities Act and 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, the United Kingdom, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland 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.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. W5 Solutions has not authorized any offer to the public of shares or other securities in any member state of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” 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 together being 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 on the basis of this press release and should not act or rely on it.
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 W5 Solutions 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) suitable 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 W5 Solutions may decline and investors could lose all or part of their investment; the shares in W5 Solutions offer no guaranteed income and no capital protection; and an investment in the shares in W5 Solutions 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 Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, DNB Carnegie 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 W5 Solutions. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in W5 Solutions and determining appropriate distribution channels.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize 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 could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such 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, furthermore, do not undertake any responsibility for the future accuracy of the views expressed, or any obligation to update or revise the statements of this press release with the purpose to better reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market Rulebook.