Gothenburg                                                                               2026-06-01

Statement by the independent bid committee of Aixia Group AB (publ) in relation to White Pearl Technology Group AB (publ):s public takeover offer

Background

This statement is made by the independent bid committee of Aixia Group AB (publ) (“Aixia” or the “Company”) in accordance with the Takeover Rules for certain trading platforms issued by the Swedish Securities Market Self-Regulation Committee (the “Takeover Rules”).

On 1 June 2026, White Pearl Technology Group AB (publ), reg. no. 556939–8752 (“WPTG” or the “Bidder”), announced a public takeover offer to the shareholders of Aixia to transfer all shares in Aixia to WPTG (the “Offer”). The shares in Aixia are admitted to trading on Spotlight Stock Market.

The shareholders of Aixia are offered 5.33 newly issued shares in WPTG in combination with SEK 10.00 in cash for each share in Aixia. Based on the volume-weighted average price of SEK 18.11 per WPTG share on Nasdaq First North Growth Market during the 15 trading days immediately preceding the announcement of the Offer, the Offer corresponds to an implied value of SEK 106.53 per share in Aixia (the “Offer Price”). The Offer is made on the same terms and for the same consideration for both series Aixia shares and series B shares in Aixia.

The Offer Price corresponds to a premium of:

•          approximately 31.5 percent compared to the closing price of SEK 81 for the Aixia share on Spotlight Stock Market on 29 May 2026, which was the last trading day before the announcement of the Offer;

•          approximately 58.5 percent compared to the volume-weighted average price of SEK 67.23 for the Aixia share during the 30 most recent trading days before the announcement of the Offer; and

•          approximately 54.1 percent compared to the volume-weighted average price of SEK 69.12 for the Aixia share during the 90 most recent trading days before the announcement of the Offer.

The Offer values all shares in Aixia at approximately SEK 168 million, based on all 1,576,000 shares in the Company, of which 100,000 are series A shares and 1,476,000 are series B shares.

Prior to the announcement of the Offer, WPTG held no shares or votes in Aixia. Shareholders representing approximately 56.0 percent of the shares and approximately 70.5 percent of the votes in Aixia have irrevocably undertaken to accept the Offer.

The acceptance period for the Offer is expected to commence on or about 13 July 2026 and to expire on or about 10 August 2026. The Bidder has reserved the right to extend the acceptance period.

Completion of the Offer is conditional upon, among other things, all requisite regulatory approvals, including from competition authorities and foreign direct investment authorities, being obtained on terms acceptable to WPTG, no materially adverse changes to the Company’s position occurring, and no competing offer on terms more favourable to the shareholders being made. WPTG has reserved the right to waive, in whole or in part, the conditions for completion of the Offer.

For further information, reference is made to WPTG’s press release published on 1 June 2026. For further information, please see WPTG's website here:
https://whitepearltech.com/offer/

The independent bid committee

In order to handle matters relating to the Offer, the board of directors has instructed the independent members of the board to form an independent bid committee, consisting of Ellen Reinhardt and Johan Ljungqvist.

The Company’s chairman of the board, Leif Nord, the CEO and board member Mattias Bergkvist, and the board member Christian Gustavsson have been assessed to have conflicts of interest under section II.18 of the Takeover Rules. Mattias Bergkvist and Christian Gustavsson have undertaken, subject to completion of the Offer to join the group management of WPTG. Mattias Bergkvist och Christian Gustavsson and Leif Nord has given an irrevocable undertaking to accept the Offer in respect of his shareholding. Accordingly, Leif Nord, Mattias Bergkvist and Christian Gustavsson have not participated, and will not participate, in Aixia’s handling of, or decisions on, matters relating to the Offer.

These circumstances also mean that section IV of the Takeover Rules applies to the Offer, which entails, among other things, that the acceptance period shall be at least four weeks and that Aixia shall obtain and make public a valuation statement (a so-called fairness opinion) from independent experts regarding the fairness of the Offer from a financial point of view for the shareholders of the Company. The independent bid committee will therefore, in accordance with section IV.3 of the Takeover Rules, obtain a valuation statement from a valuation institution. For the valuation statement, the valuation institution will receive a fee that is independent of the size of the offer consideration and the level of acceptance in the Offer, as well as of whether or not the Offer is completed.

Impact on the Company and its employees

Under the Takeover Rules, the independent bid committee shall, based on the Bidder’s statement in the announcement of the Offer, set out its view of the impact that completion of the Offer may have on Aixia, in particular on employment, and its view of the Bidder’s strategic plans for the Company and the effects these may be expected to have on employment and on the locations where Aixia conducts its business. In this respect, the Bidder has stated, among other things, the following:

“As at the date of this press release, no decisions have been made regarding any material changes that may affect Aixia’s employees or management, or the Company’s current organisation and operations, including terms of employment, the number of employees and the locations where the Company conducts its business, other than that Mattias Bergkvist and Christian Gustavsson will be offered to join the group management of WPTG. WPTG values Aixia’s employees and their competence and intends to work constructively with the Company’s management in order to realise the full potential of the combined group.”

The independent bid committee assumes that this description is correct and has, in relevant respects, no reason to take a different view.

The independent bid committee’s statement on the Offer

In evaluating the Offer, the independent bid committee has considered a number of factors that the committee has deemed relevant, including the Company’s current strategic and financial position, prevailing market conditions and the expected future development of the Company, as well as related opportunities and risks. The independent bid committee has applied methods customarily used in the assessment of public takeover offers, including how the Offer values Aixia relative to comparable listed companies and comparable transactions, bid premiums in previous public takeover offers, and the committee’s view of the Company’s value based on expected future cash flows.

The independent bid committee wishes to highlight the following considerations in particular.

Considerations regarding the bid premium

The Offer represents a premium of approximately 31.5 percent compared to the closing price of the Aixia share on 29 May 2026, the last trading day before the announcement of the Offer, and a premium of approximately 58.5 percent and approximately 54.1 percent, respectively, compared to the volume-weighted average price of the Aixia share during the 30 and 90 most recent trading days, respectively, before the announcement of the Offer.

Considerations regarding the composition of the consideration

The consideration in the Offer consists predominantly of newly issued shares in WPTG and only to a minor part legal tender. Shareholders who accept the Offer consequence become shareholders in WPTG, whose shares are admitted to trading on Nasdaq First North Growth Market. The Offer Price of SEK 106.53 per share in Aixia corresponds to an implied (implicit) value, based on the combined exchange value of, on the one hand, the shares that the shareholder in Aixia receives in WPTG in the transaction and, on the other hand, the legal tender component paid in the transaction. It has been calculated by valuing the 5.33 newly issued WPTG shares at the volume-weighted average price of the WPTG share of SEK 18.11 during the 15 trading days immediately preceding the announcement, to which the cash component of SEK 10.00 has been added. The Offer thus implicitly values each share in Aixia at SEK 106.53 at that point in time. Since the majority of the consideration consists of WPTG shares, the value actually received by a shareholder depends on the price development of the WPTG share and may deviate from SEK 106.53, both upwards and downwards. The independent bid committee urges shareholders to take this into account, as well as their own view of WPTG and the combined group.

Considerations regarding historical trading and liquidity

The independent bid committee notes that, during certain periods of the past twelve-month period, the Aixia share has traded at prices exceeding the Offer Price of SEK 106.53, and that approximately 10.4 percent of the Company’s total number of shares were traded at these higher levels during that year. The committee emphasises, however, that these particular peak prices during the period occurred under structurally very low liquidity, and that the share has not at any time since 20 January 2026 exceeded the Offer Price.

During this past year, the average daily trading volume amounted to only approximately 1,128 shares, with a median turnover of less than SEK 88,000 per trading day. The committee therefore concludes that the prices recorded above the Offer Price during the past year have not been representative of a liquid market in which larger blocks of shares could have been divested. Against this background, the committee assesses and highlights that the Offer provides a guaranteed and attractive opportunity for realisation for all shareholders, at a level that significantly exceeds what the open market has been able to offer over the preceding four-month period.

Considerations regarding the long-term value of Aixia

While the independent bid committee supports the Company’s strategy and has a fundamentally positive view of the Company’s future, the possibility of realising the long-term value of the Company’s future cash flows is associated with risks. The independent bid committee cannot assert that the risk-adjusted long-term potential value of the Company exceeds the value of the Offer.

Considerations for shareholders

The independent bid committee notes that the Bidder has secured irrevocable undertakings corresponding to approximately 56.0 percent of the shares and approximately 70.5 percent of the votes in Aixia. As set out in the Offer, if WPTG, in connection with the Offer or otherwise, acquires shares corresponding to more than 90 percent of the total number of shares in Aixia, WPTG intends to initiate compulsory acquisition under the Swedish Companies Act (2005:551) in order to acquire all remaining shares and to procure that Aixia’s shares are delisted from Spotlight Stock Market. In such a procedure, shareholders who do not accept the Offer are also expected ultimately to have their shares redeemed. The independent bid committee further notes that acceptance of the Offer during the acceptance period generally results in the shareholder receiving the consideration sooner than through a compulsory acquisition procedure.

The independent bid committee’s preliminary position and intention to recommend

Based on an overall and preliminary evaluation of the terms presented and the significant industrial synergies of the combination, the independent bid committee is very positive towards the Offer. It is the committee’s unanimous intention to recommend that the shareholders of Aixia accept the Offer.

The committee wishes to emphasise, however, that a formal and final statement, in accordance with the Takeover Rules, is contingent upon a review of the independent valuation statement (a so-called fairness opinion) that is currently being procured from external experts. The complete and final statement will be published in good time, and no later than two weeks before the expiry of the acceptance period.

Other

This statement shall be governed by Swedish law and shall be construed in accordance therewith. Any dispute arising in connection with this statement shall be settled exclusively by the Swedish courts.

This statement has been published in a Swedish and an English version. In the event of any discrepancy between the two versions, the Swedish version shall prevail.

For more information, please contact:

Johan Ljungqvist, chairman of the independent bid committee. Telephone: +46 70 582 20 50. Email: johan.ljungqvist@symetri.com.

This information is information that Aixia Group AB (publ) 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, on 1 July 2026 at 07:02 CEST.