The Board resolves to carry out a directed share issue of approx. SEK 14.5 million and to convene an EGM to resolve on an additional directed share issue of approx. SEK 4 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD NOT COMPLY WITH APPLICABLE REGULATIONS. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

The Board of Directors of Acenta Group AB ("Acenta Group" or the "Company") has today, 22 October 2025, based on the authorization granted by the Annual General Meeting on 13 March 2025, resolved to carry out a directed share issue of 966,238 shares to a number of qualified investors of approximately SEK 14.5 million (the "First Directed Issue"), of which approximately SEK 12.8 million in cash contribution and approximately SEK 1.7 million through set-off of receivables. The Board of Directors of the Company has furthermore, following the shareholders' proposal, resolved to convene an Extraordinary General Meeting of the Company to resolve on a directed share issue of 267,104 shares to members of the Board of Directors and management of approximately SEK 4 million, of which approximately SEK 3.1 million in cash contribution and approximately SEK 0.9 million through set-off of receivables (the "Second Directed Issue" and together with the First Directed Issue,  the "Directed Share Issues"). The Directed Share Issues will be carried out at a subscription price of SEK 15 per share. Through the Directed Share Issues, Acenta Group will receive a total of SEK 18.5 million before issue costs. Notice of the Extraordinary General Meeting will be published through a separate press release.

Comments from Håkan Tollefsen, CEO of Acenta Group
" Acenta Group is entering its next growth phase with strong momentum. Over the past year, we've reached several key milestones and established a solid international platform. This financing allows us to reinforce our position as a premier provider of padel infrastructure while ensuring the successful fulfillment of our existing agreements. We are building for long-term, sustainable growth - and we're only getting started. "

Summary of the Directed Issues:

• The First Directed Share Issue comprises a maximum of 966,238 shares. Subscribers in the First Directed Issue consist of the following subscribers:

Name	Existing shareholder
Forsinvest AS	Yes
ULZ Holding AS	Yes
KWN Holding AS	Yes
Padel Sports 100 Limited	No
Malermester Berge	Yes
Stig Holten	Yes
Doclab AS	Yes
Kordahl Holding AS	Yes
Eckmann Invest AS	No
Dividend Sweden AB	Yes
BGL Management AB	Yes
Sabina Hedström	No
Klara Stock Market Adviser AB	No
Klara Stock Market Adviser Holding AB	Yes

• The subscription price in the First Directed Share Issue is SEK 15 per share, which corresponds to a discount of approximately 5.1 percent compared to the share price at the close on October 22, 2025. The First Directed Share Issue provides Acenta Group with proceeds of approximately SEK 14.5 million before issue costs, of which approximately SEK 12.8 million in cash contribution and approximately SEK 1.7 million through set-off of receivables.
• The shareholder Markus Andersson, who holds approximately 2.4 percent of the shares and votes in the Company, has proposed that the Annual General Meeting resolves on the Second Directed Issue. The second Directed Share Issue comprises a maximum of 267,104 shares and is, with deviation from the shareholders' preferential rights, directed to members of the Board of Directors and management. The subscription price in the Second Directed Issue is SEK 15 per share, which corresponds to the same subscription price as in the First Directed Issue. The Second Directed Issue provides Acenta Group with approximately SEK 4 million before issue costs, of which approximately SEK 3.1 million in cash and approximately SEK 0.9 million through set-off of receivables.
• The Board of Directors has decided to convene an Extraordinary General Meeting in connection with Markus Andersson's proposal. Notice of the Extraordinary General Meeting, which is planned for 10 November 2025, will be announced through a separate press release.
• The issue proceeds will be used to deliver on signed contracts, enable new installations of padel courts, further develop the Company's digital platforms and brands and repay loans.

Background and reasons in brief
Acenta Group is in an expansive phase and has reached several important milestones in 2025. The Company has strengthened its international presence, entered into significant agreements and partnerships, and broadened its offering in both products and digital services. In order to be able to deliver on contracts entered into and meet the increased demand, additional financing is now required, which will enable continued expansion and increased delivery rates in the Company's prioritized markets.

The proceeds from the Directed Share Issues shall primarily be used for:

1. Financing continued establishment in priority markets (e.g. UK, Ireland, Benelux and Nordics)
2. Supporting the Company's acquisition strategy in consolidating markets such as Sweden
3. Repayment of loans

The first directed share issue
The Board of Directors of Acenta Group has today, based on the authorization granted by the Annual General Meeting on 13 March 2025, resolved on the First Directed Issue, comprising a maximum of 966,238 shares at a subscription price of SEK  15 per share. Through the First Directed Issue, the Company will receive proceeds of approximately SEK 14.5 million before issue costs, of which approximately SEK 12.8 million in cash contribution and approximately SEK 1.7 million through set-off of receivables. The right to subscribe for shares shall only, with deviation from the shareholders' preferential rights, be granted  to participants who have submitted an application form in the First Directed Issue.

Prior to the resolution on the First Directed Share Issue, the Board of Directors has placed great emphasis on the subscription price being in line with market conditions in relation to the prevailing share price. The subscription price has, following arm's length negotiations between the Company and intended investors, been set at SEK 15 per share, which corresponds to a discount of approximately 5.1 percent compared to the share price at the close on October 22, 2025. In light of this, the Board of Directors makes the assessment that the subscription price is in line with market conditions and reflects the demand for the Company's shares.

The second directed share issue
Shareholder Markus Andersson, who holds approximately 2.4 percent of the shares and votes in the Company, has proposed that the Annual General Meeting resolves on a directed share issue of a maximum of 267,104 shares with deviation from the shareholders' preferential rights. Through the second Directed Issue, the Company will receive proceeds of approximately SEK 4 million before issue costs, of which approximately SEK 3.1 million in cash contribution and approximately SEK 0.9 million through set-off of receivables. The Board of Directors has therefore decided to convene an Extraordinary General Meeting, which is planned to be held on November 10, 2025. The second Directed Share Issue is proposed to be carried out in order to, among other things, enable subscription from members of the Company's board of directors and management. Since members of the Company's board of directors and management are covered by Chapter 16. The Swedish Companies Act (2005:551) (the so-called Leo Act) requires the Second Directed Share Issue to be resolved by a general meeting of the Company. In order for the resolution of the Annual General Meeting to be valid, at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting must vote in favour of the resolution. The right to subscribe for shares in the Second Directed Issue, following a resolution by the general meeting, is granted to CEO Håkan Tollefsen, Chairman of the Board Håkan Johansson and Board member Magnus Waller.

The subscription price in the Second Directed Issue amounts to SEK 15 per share, which corresponds to the same subscription price as in the First Directed Issue.

Deviation from shareholders' preferential rights
The reasons for the deviation from the shareholders' preferential rights and for the Directed Share Issues being directed to the board of directors, management, existing shareholders and qualified investors are as follows. Prior to the decision on the Directed Share Issues, the Board of Directors has carefully investigated and considered alternative financing options, including raising capital through a rights issue. However, the Board of Directors has, after an overall assessment and careful consideration, concluded that a new share issue with deviation from the shareholders' preferential rights is a more advantageous alternative for the Company and its shareholders than a rights issue, and that it is objectively in the interest of both the Company and the shareholders to carry out the Directed Share Issues. The Board of Directors has taken into account the following factors, among others. 

A Rights Issue would have required significantly more time and resources than the Directed Issues, among other things due to the extensive work required to secure such an issue. In addition, there is no guarantee that a rights issue would be fully subscribed. By reducing the time required, greater flexibility is created to be able to take advantage of short-term investment opportunities, while at the same time the Company reduces its exposure to the stock market's price movements and can benefit from the current interest in the share. The costs for the Directed Issues are also considered to be lower than for a rights issue, among other things because a rights issue, given the market volatility that characterized 2024 and 2025, would likely require extensive guarantee commitments from a guarantee consortium, which in turn would have entailed additional costs and/or dilution for the shareholders depending on how the remuneration is designed. 

The Company's shareholder base will also be further strengthened through the First Directed Share Issue through subscription from qualified Swedish investors and the above-mentioned existing investors. The reason why part of the First Directed Share Issue is directed to existing shareholders is that these shareholders have expressed and shown a long-term interest in the Company, which in the opinion of the Board of Directors creates security and stability for both the Company and its shareholders as well as significant strategic and long-term value. The Board of Directors is of the opinion that it would not have been possible to raise capital without the support of the existing shareholders.

In addition to the above, payment for approximately 14 percent of the Directed Issues is made through set-off of receivables, which strengthens the Company's working capital and reduces the Company's debt. Since it would in any event have been advantageous to carry out the set-offs in question, the Directed Issues also appear to be the most efficient and appropriate alternative from this perspective.

Overall, the Board of Directors assesses that the Company cannot raise capital to strengthen the Company's financial position on more favourable terms - neither for the Company nor its shareholders - than through the Directed Share Issues.

Shares, share capital and dilution
Through the First Directed Share Issue, the number of shares in the Company will increase by 966,238 shares, from 4,067,241 shares to 5,033,479 shares. The company's share capital will thus increase by SEK 603,898.7500, from SEK 2,542,025.6250 to SEK 3,145,924.3750. The issued shares in the First Directed Issue entail an aggregate dilution effect of approximately 19 percent of the number of shares and votes in the Company.

Through the Second Directed Share Issue, the number of shares in the Company will increase by 267,104 shares, from 5,033,479 shares to 5,300,583 shares. The company's share capital increases by SEK 166,940.00, from SEK 3,145,924.37500 to SEK 3,312,864.3750. The issued shares in the Second Directed Issue entail an aggregate additional dilution effect of approximately 5 percent of the number of shares and votes in the Company. The dilution effect, the stated number of shares and the share capital before and after the Second Directed Issue, respectively, takes into account the shares issued in the First Directed Issue. 

The Directed Issues entail an aggregate dilution effect of 23 percent of the number of shares and votes in the Company. Through the Directed Issues, the number of shares in the Company is increased by 1,233,342 shares, from 4,067,241 shares to 5,300,583 shares. The Company's share capital will thus increase by SEK 770,838.7500, from SEK 2,542,025.6250 to SEK 3,312,864.3750.

Extraordinary General Meeting
Resolution on the Second Directed Share Issue is subject to approval by the Extraordinary General Meeting scheduled for November 10, 2025. Notice of the Extraordinary General Meeting will be announced through a separate press release.

Counsellor
Mangold Fondkommission AB is acting as financial advisor to Acenta Group in connection with the Directed Share Issues. Advokatfirman Lindahl KB is acting as legal advisor to the Company in connection with the Directed Share Issues. 

For further information, please contact:
Håkan Tollefsen, CEO
E-post: [email protected]
Phone: +47 99050011 

This information is information that Acenta Group is obliged to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication, through the agency of the contact persons set out above, at 22:25 CEST on October 22, 2025.

About Acenta Group AB - www.acenta.group
Acenta Group is an international sport-tech platform for padel - offering a comprehensive ecosystem that combines courts, products, tournaments, ecommerce, community, and digital services. By taking a holistic approach, the company contributes to the growth of the sport and makes padel more accessible, engaging, and professional for all stakeholders. 

The operations include the purchase, sale, installation, and customization of padel courts, combined with ongoing service agreements that generate recurring revenue. Through its own brand Peliga (www.peliga.com) and the e-commerce platform Sport of Padel (www.sportofpadel.com), Acenta distributes products to consumers, businesses, clubs, and resellers - with a focus on functionality, design, and reliability.

Acenta Group is also developing a comprehensive digital solution for padel - a platform that integrates tournaments, bookings, ranking systems, e-commerce, offers, and community features in a single app. The platform is built with an open API to enable integrations with external systems and to support scalable and data-driven services for players, clubs, and commercial partners.

Acenta Group also organizes the international competition series Acenta Padel Tour (www.acentapadeltour.com), which, together with Team Acenta, serves as a dynamic platform for visibility, engagement, and product launches in the most relevant padel environments.

Acenta Group is listed on Nasdaq First North Growth Market and the share is traded under the ticker PADEL.

Certified Adviser for Acenta Group is G&W Fondkommission.

Important information
The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in Acenta Group in any jurisdiction, neither from Acenta Group nor from anyone else.

This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration, an 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 offer of such 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, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, the United States of America or any other jurisdiction where such release, publication or distribution of this information would be contrary to applicable regulations or where such action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.