PROSPECTUS
ELECTRONIC TRANSMISSION DISCLAIMER
STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS
IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached prospectus (the Prospectus) relating to Intrum AB (publ) (the Company) dated 12 June 2026, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Prospectus received by means of electronic communication. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.
IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS MESSAGE, PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION.
You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person.
THE PROSPECTUS IS NOT AN OFFER TO SELL THE PREEMPTIVE RIGHTS AND/OR NEW SHARES (EACH AS DEFINED IN THE ATTACHED PROSPECTUS) IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT PERMITTED, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN.
The Prospectus has been prepared solely in connection with a capital increase comprising an offering (the “Offering”) of up to 2,433,254,634 new shares with a nominal value of approximately SEK 0.024 each (the “New Shares”) in the Company with pre-emptive rights to subscribe for New Shares (the “Pre-emptive Rights”) for the Existing Shareholders (as defined in the Prospectus).
Confirmation of your representation: By accessing the attached Prospectus, you have confirmed to the Joint Global Coordinators and Joint Bookrunners (as defined in the attached Prospectus) and the Company that (i) you have read, understood, and agree to be bound by the terms and conditions set out herein, (ii) you are (a) a “qualified institutional buyer” (“QIB”) within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) acquiring such securities for its own account or for the account of another QIB or (b) acquiring such securities in “offshore transactions”, as defined in, and in reliance on, Regulation S under the U.S. Securities Act; (iii) if you are in any member state of the European Economic Area, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors to the extent you are acting on behalf of persons or entities in the European Economic Area; (iv) if you are in the UK you are a qualified investor within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”), (v) if you are outside the US, EEA and UK (and the electronic email addresses that you gave us and to which this document has been delivered are not located in such jurisdictions) you are an investor that is eligible to receive this document in accordance with the laws of the jurisdiction in which you are located; (vi) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may constitute or give rise to an offer of any securities to the public, other than in Sweden, and other than their offer or resale in any Relevant State which has implemented the Prospectus Regulation to Qualified Investors (as defined in the Prospectus Regulation); (viii) you consent to delivery by electronic transmission; (ix) you will not transmit the attached Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person; and (x) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to purchase any Pre-emptive Rights and/or New Shares.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the attached Prospectus, electronically or otherwise, to any other person and, in particular, to any address located in the United States. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions. By accessing the attached document, you consent to receiving it in electronic form.
Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF THE PRE-EMPTIVE RIGHTS AND/OR NEW SHARES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY PRE-EMPTIVE RIGHTS AND/OR NEW SHARES BEING SOLD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN OR WITHIN THE UNITED STATES EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, PURSUANT TO AN EXEMPTION FROM, IF AVAILABLE, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS.
Any New Shares acquired by a purchaser in the United States will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, except (i) in a transaction pursuant to Rule 144A, (ii) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the U.S. Securities Act, (iii) in accordance with Rule 144 under the U.S. Securities Act, if available, or (iv) pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and, in any case, in accordance with all applicable securities laws of the states or other jurisdictions of the United States. In addition, until 40 days after the admission to trading of the New Shares, an offer, sale or transfer of New Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of Section 5 of the U.S. Securities Act. The Company is not subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. Any offering of New Shares made in the United States in connection with the Offering will be made only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, to a limited number of persons that (i) are QIBs and (ii) have executed a QIB Investor Letter in the form attached to the Prospectus as Annex B and delivered such QIB Investor Letter to the Company on or prior to the date specified therein. Each U.S. purchaser will, in connection with its purchase of New Shares, be required to deliver a letter in the form of Annex B to the Prospectus.
Under no circumstances shall the attached Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Pre-emptive Rights and/or New Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The attached Prospectus and the offer are only addressed to and directed at persons in member states of the European Economic Area (EEA) (other than Sweden) who fulfil the criteria for exemption from the obligation to publish a prospectus, including “qualified investors” (Qualified Investors) within the meaning of Article 2(e) of the Prospectus Regulation. For the purposes of this provision, the expression Prospectus Regulation means Regulation (EU) 2017/1129.
In the United Kingdom, no Pre-emptive Rights or New Shares have been or will be offered pursuant to the Offering to the public in the United Kingdom, except that the Pre-emptive Rights or New Shares may be offered to the public in the United Kingdom at any time:
(a) to any legal entity which is a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in paragraph 15 of Schedule 1 to the POATRs) subject to obtaining the prior consent of the Joint Global Coordinators for any such offer; or
(c) in any other circumstances falling within Part 1 of Schedule 1 to the POATRs.
Each person in the United Kingdom who acquires any Pre-emptive Rights or New Shares in the Offering or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the Company and the Joint Global Coordinators that it is a qualified investor within the meaning of the POATRs. For the purposes of this provision, the expression “an offer of Pre-emptive Rights or New Shares to the public” in relation to any Pre-emptive Rights or New Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the Offering and any Pre-emptive Rights or New Shares to be offered so as to enable an investor to decide to buy or subscribe for the Pre-emptive Rights or New Shares.
In the case of any Pre-emptive Rights or New Shares being offered to any person (including any dealer, manager or other person acting as an intermediary), such person will also be deemed to have represented, acknowledged and agreed that the Pre-emptive Rights or New Shares subscribed for or acquired by it in the Offering have not been acquired on a non-discretionary basis on behalf of, nor have they been subscribed for or acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Pre-emptive Rights or New Shares to the public other than their offer or resale in the United Kingdom to qualified investors as so defined or in circumstances in which the prior consent of the Joint Global Coordinators has been obtained to each such proposed offer or resale.
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of New Shares or Pre-emptive Rights. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the New Shares or Pre-emptive Rights and any representation to the contrary is an offence. Except as otherwise provided for herein, this document does not constitute an offer of New Shares or Pre-emptive Rights to any investor in, or who is resident in, Canada, and under no circumstances shall be construed as a public advertisement or public offering in any province or territory in Canada. Any distribution of New Shares or Pre-emptive Rights in Canada is being made on a “private placement” basis exempt from the requirement that the Company prepare and file a prospectus with the securities commissions or similar regulatory authorities in Canada.
The Prospectus is not a prospectus or product disclosure statement or other disclosure statement under the Corporations Act 2001 of the Commonwealth of Australia (Corporations Act) and does not constitute a recommendation to acquire, an invitation to apply for, an offer to apply for or buy, an offer to arrange the issue or sale of, or an offer for issue or sale of, any securities in Australia, except as set out below. The Prospectus has not been prepared specifically for Australian investors and is not required to, and does not purport to, include all of the information which would be required in a prospectus or product disclosure statement under the Corporations Act. The Company has not authorised or taken any action to prepare or lodge with the Australian Securities and Investments Commission (ASIC) an Australian law compliant prospectus or product disclosure statement.
Any offer in Australia of the securities may only be made to persons (Exempt Investor) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.
The attached Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Global Coordinators and Joint Bookrunners, or the Company, any director, officer, employee or agent of any of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version of the Prospectus. By accessing the linked document, you consent to receiving it in electronic form. You are reminded that this document has been made available to you solely on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you may not nor are you authorized to deliver this document, electronically or otherwise, to any other person.
Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer of securities for sale to persons other than the specified categories described above and to whom it is directed, and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.
None of the Joint Global Coordinators and Joint Bookrunners, or any of their respective affiliates, or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever for the contents of the Prospectus or for any statement made or purported to be made by it, or on its behalf, in connection with the issuer or the offer. The Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such document or any such statement. No representation or warranty, express or implied, is made by any of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in the Prospectus. The Joint Global Coordinators and Joint Bookrunners are acting exclusively for the Company and no one else in connection with the offer. They will not regard any other person (whether or not a recipient of the Prospectus) as their client in relation to the offer and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for giving advice in relation to the offer or any transaction or arrangement referred to herein.
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Dated 12 June 2026