Candle Lake Limited announces a mandatory public cash offer to the shareholders of Evolution AB (publ)

This announcement is not an offer, whether directly or indirectly, in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.

On 24 July 2026, Candle Lake Limited[1] ("Candle Lake"), announced that Candle Lake had acquired 2,050,000 shares in Evolution AB (publ) ("Evolution" or the "Company"). The maximum consideration paid for the acquired shares amounts to SEK 695 per share. Through the acquisition, Candle Lake attained a direct holding corresponding to approximately 30.02 percent of the total number of shares and votes in Evolution. Through the acquisition, Candle Lake passed the mandatory bid threshold in accordance with Chapter 3 section 1 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

Candle Lake hereby announces a public offer to the shareholders of Evolution to tender all shares[2] in Evolution to Candle Lake at a price of SEK 695 in cash per share (the "Offer"). The shares in Evolution are listed on Nasdaq Stockholm, Large Cap.

Summary

• The shareholders of Evolution are offered SEK 695 in cash per share in Evolution. The Offer values Evolution, based on all outstanding 189,447,977 shares[3] in Evolution, at approximately SEK 131.7 billion.

• The price offered for the shares in Evolution corresponds to:
  • the closing share price of SEK 695 on 24 July 2026 (the last day of trading prior to the announcement of the obligation to launch the mandatory takeover offer);
  • a premium of approximately 1.6 percent compared to the volume-weighted average trading price of SEK 683.8 during the period of 20 trading days up to and including 24 July 2026 (the last day of trading prior to the announcement of the obligation to launch the mandatory takeover offer);
  • a discount of approximately 5.7 percent compared to the closing share price of SEK 737.2 on 12 August 2026 (the last day of trading prior to this announcement of the Offer); and
  • a discount of approximately 3.3 percent compared to the volume-weighted average trading price of SEK 718.8 during the period of 20 trading days up to and including 12 August 2026 (the last day of trading prior to this announcement of the Offer).

• As of the date of this announcement, Candle Lake holds and controls 59,798,619 shares and votes in Evolution, corresponding to approximately 31.56 percent of all outstanding shares and votes in Evolution.

• An offer document regarding the Offer is expected to be made public on or around 14 August 2026. The acceptance period in the Offer is expected to commence on or around 17 August 2026 and end on or around 15 September 2026.

• The completion of the Offer is solely conditional upon the receipt of all necessary approvals (if applicable) regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in Candle Lake's opinion, are acceptable.

Background and reasons for the Offer

Evolution is a Swedish public limited liability company listed on Nasdaq Stockholm. Evolution develops, produces, markets and licenses fully integrated B2B online casino solutions to gaming operators. Since the Company was founded in 2006, Evolution has developed into a leading B2B provider with more than 800 operators among its customers and a global operating footprint across Europe, Asia, North America and South America.

Candle Lake's investment in Evolution began in mid-2024 through acquisitions on Nasdaq Stockholm. Candle Lake has continued to increase its shareholding in Evolution through market purchases over time, subject to market conditions and applicable laws and regulations.

On 24 July 2026, Candle Lake announced that Candle Lake had acquired 2,050,000 shares in Evolution. Through the acquisition, Candle Lake attained a direct holding corresponding to approximately 30.02 percent of the total number of shares and votes in Evolution. As a result of the acquisition, Candle Lake passed the mandatory bid threshold, thereby triggering a mandatory offer obligation. Accordingly, the Offer is being made pursuant to the mandatory offer obligation that arose on 24 July 2026.

Candle Lake is a long-term investor and views its shareholding in Evolution as a financial investment in a well-managed, highly profitable business. Evolution has, since its founding in 2006, developed into the global market leader in B2B live casino solutions, and Candle Lake recognizes the quality of Evolution's management and the strength of its operational platform. The Offer is, however, not motivated by any intention to acquire all outstanding shares in Evolution.

Candle Lake's plans for the future business and general strategy of Evolution, as described above, do not currently include any material changes with regard to Evolution's future operations. The Offer will not affect Candle Lake's operations. Candle Lake also has no plans to implement any material changes with regard to Evolution's operational sites, or Evolution's and Candle Lake's management and employees, including their terms of employment.

The Offer

Consideration

The shareholders of Evolution are offered SEK 695 in cash per share in Evolution.

Should Evolution, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. The foregoing will also apply to any dividends or other value transfers which occur after settlement with regard to any shares not yet acquired by Candle Lake in time for Candle Lake to be the recipient of such distributions. In the event of either of the foregoing, Candle Lake reserves the right to determine to apply this price adjustment.

No commission will be charged by Candle Lake in respect of the settlement of the Evolution shares tendered to Candle Lake under the Offer.

Warrants in Evolution

Certain members of the management and key employees of the Company hold warrants in Evolution, issued as part of long-term incentive programs. Such financial instruments are excluded from the Offer. Candle Lake will, however, ensure that holders of such warrants receive reasonable treatment in connection with the Offer.

Premiums

The price per share in the Offer corresponds to:[4]

• the closing share price of SEK 695 on 24 July 2026 (the last day of trading prior to the announcement of the obligation to launch the mandatory takeover offer);

• a premium of approximately 1.6 percent compared to the volume-weighted average trading price of SEK 683.8 during the period of 20 trading days up to and including 24 July 2026 (the last day of trading prior to the announcement of the obligation to launch the mandatory takeover offer);

• a discount of approximately 5.7 percent compared to the closing share price of SEK 737.2 on 12 August 2026 (the last day of trading prior to this announcement of the Offer); and

• a discount of approximately 3.3 percent compared to the volume-weighted average trading price of SEK 718.8 during the period of 20 trading days up to and including 12 August 2026 (the last day of trading prior to this announcement of the Offer).

Total value of the Offer

The Offer values Evolution, based on all outstanding 189,447,977 shares in Evolution, at approximately SEK 131.7 billion. The total value of the Offer, based on the 129,649,358 outstanding shares in Evolution not directly or indirectly owned or controlled by Candle Lake or any of its closely related parties or closely related companies, amounts to approximately SEK 90.1 billion.

Statement from the board of directors of Evolution

The board of directors of Evolution is, in accordance with Nasdaq Stockholm's Takeover Rules
(the "Takeover Rules"), expected to announce their statement regarding the Offer no later than two weeks prior to the expiry of the acceptance period of the Offer.

Candle Lake's shareholding in Evolution and the obligation to launch a mandatory takeover offer

As of the date of this announcement, Candle Lake holds and controls 59,798,619 shares and votes in Evolution, corresponding to approximately 31.56 percent of all outstanding shares and votes in Evolution.

On 24 July 2026, Candle Lake announced that Candle Lake had acquired 2,050,000 shares in Evolution. The maximum consideration paid for the acquired shares amounts to SEK 695 per share. Through the acquisition, Candle Lake attained a direct holding corresponding to approximately 30.02 percent of the total number of shares and votes in Evolution.Through the acquisition, Candle Lake passed the mandatory bid threshold in accordance with Chapter 3 section 1 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).

In addition, Candle Lake has through closely related party an indirect financial exposure to 4,037,416 shares in Evolution via cash-settled total return swaps (TRS). Taking also the number of shares that Candle Lake has only a financial exposure towards into account, Candle Lake's total financial exposure towards the shares in Evolution amounts to 63,836,035 shares, corresponding to approximately 32.04 percent of the total number of shares in Evolution.

Except as set out above, neither Candle Lake nor any of its closely related companies or closely related parties own or control any shares in Evolution, nor any financial instruments that give financial exposure equivalent to holding shares in Evolution, at the time of this announcement.

During a period of six months prior to the announcement of the Offer, Candle Lake has acquired a total of 10,461,914 shares in Evolution.

Neither Candle Lake nor any of its closely related companies or closely related parties have acquired or agreed to acquire any shares, or any other financial instruments in Evolution that give financial exposure equivalent to holding shares in Evolution, at a price that is higher than the price per share in the Offer, during the six months preceding the announcement of the Offer. Shares in Evolution have been acquired through acquisitions on Nasdaq Stockholm and through acquisitions from a counterparty to a cash-settled total return swap which an affiliate of Candle Lake has been a party to. Therefore, in accordance with the Takeover Rules and the Swedish Securities Council's
(Sw. Aktiemarknadsnämnden) statements and rulings regarding interpretation and application of the Takeover Rules in this regard, the prices paid for shares acquired by the counterparty to hedge the counterparty's swap position have also been taken into account.

To the extent permissible under applicable laws or regulations, Candle Lake and its affiliates may acquire, or take measures to acquire, shares in Evolution in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be disclosed in accordance with applicable laws and regulations.

Conditions for completion of the Offer

The completion of the Offer is solely conditional upon receipt of all necessary (if applicable) regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in Candle Lake's opinion, are acceptable.

It is Candle Lake's current assessment that all customary regulatory clearances required for the Offer have already been received. This assessment may be affected by the number of acceptances received in the Offer. It is Candle Lake's current assessment that it will, from the perspective of applicable regulatory clearances, be possible to complete the Offer following the end of the acceptance period without any extension of the acceptance period.

Candle Lake reserves the right to withdraw the Offer in the event that it is clear that the condition set out above is not satisfied or cannot be satisfied and the non-satisfaction of such condition is of material importance to Candle Lake's acquisition of Evolution.

Candle Lake reserves the right to waive, in its sole discretion, and in whole or in part, the condition set out above, subject to applicable law.

Information about Candle Lake

Candle Lake is a Cayman Islands exempted company with registration number MC-347602, incorporated and domiciled in Cayman Islands, with address 3rd Floor, 89 Nexus Way, Suite 8303, Camana Bay, George Town, KY1-9006, Cayman Islands. As of the date of this announcement, Candle Lake is wholly owned by Kenneth Dart.

Candle Lake is a proprietary financial investment vehicle with no operational activities of its own. It forms part of a group of Cayman Islands-based investment entities ultimately controlled by Kenneth Dart. Candle Lake holds direct equity stakes in publicly listed companies, including Evolution, while certain affiliated entities within the same group hold additional economic exposure through financial instruments such as cash-settled total return swaps.

Financing of the Offer

The consideration payable in respect of the Offer is fully secured through a combination of Candle Lake's available cash, liquid securities and credit facilities.

The above-mentioned financing provides Candle Lake with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer.

Statement from the Swedish Securities Council

The Swedish Securities Council has in its ruling AMN 2026:39 granted Candle Lake an exemption from the obligation to direct the Offer to shareholders in certain jurisdictions. The ruling AMN 2026:39 is available in its entirety on the Swedish Securities Council's website (www.aktiemarknadsnamnden.se).

Review of information in connection with the Offer

In connection with the preparations of the Offer, Candle Lake has conducted a limited due diligence review of Evolution for the purpose of confirming certain information as part of the execution of the Offer. The board of directors of Evolution has informed Candle Lake that no inside information has been disclosed to Candle Lake during the due diligence process.

Preliminary timetable[5]

Candle Lake reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and postpone the settlement date to the extent permissible under applicable laws and regulations. Any such change of the acceptance period or settlement date will be announced by Candle Lake by means of a press release in accordance with applicable laws and regulations.

Compulsory redemption proceedings and delisting

If Candle Lake, in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of outstanding shares in Evolution, Candle Lake intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Evolution and to promote delisting of Evolution's shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between Candle Lake and the shareholders in Evolution as a result of the Offer, shall be governed by and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's statements and rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Candle Lake has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 12 August 2026 contractually undertaken towards Nasdaq Stockholm AB ("Nasdaq") to fully comply with such rules and statements and to be subject to any sanctions that may be imposed by Nasdaq in the event of a breach of the Takeover Rules.

Advisors

Roschier Advokatbyrå AB is acting as legal advisor to Candle Lake in connection with the Offer.

Candle Lake Limited

The board of directors

Information about the Offer

Information about the Offer is made available at www.gaming-offer.com.

For more information, please contact:

Pontus Enquist, legal advisor

Tel: +46 (0)72 700 46 03

E-mail: pontus.enquist@roschier.com

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by Candle Lake in accordance with the Takeover Rules on 13 August 2026 at 07:30 a.m. (CEST).

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa must not forward this press release or any other document received in connection with the Offer to such persons.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Candle Lake and Evolution. Any such forward-looking statements speak only as of the date on which they are made and Candle Lake has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Special notice to shareholders in the United Kingdom

This press release has not been produced by, and has not been approved by, an "authorised person" for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of this press release to persons in the United Kingdom is exempt from the restrictions on financial promotions in section 21 of the FSMA under article 62 (sale of a body corporate) of the FSMA (Financial Promotion) Order 2005 (the "FPO"), as amended, on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate. Accordingly, this press release, and the Offer and any transaction to which it relates, are directed only at, and may be communicated only by or on behalf of, a body corporate who is a party to the transaction.

This press release is not intended to be, and must not be treated as, a general offer, invitation, or inducement to the public, or to any person other than those falling within the categories described above (each a "Relevant Person"), to acquire or dispose of shares or other investments. It does not constitute an invitation or inducement to engage in investment activity for the purposes of section 21 of FSMA other than as permitted under Article 62 of the FPO. Persons who are not Relevant Persons should not act or rely upon this press release.

This press release is not a prospectus and has not been, and will not be, approved by, or filed with or reviewed by, the UK Financial Conduct Authority or any other competent authority in the United Kingdom, and does not constitute or form part of, and should not be construed as, an offer or invitation to purchase, subscribe for, otherwise acquire, sell, tender or exchange any securities, or a solicitation of any offer to purchase, subscribe for, otherwise acquire, sell, tender or exchange any securities, in the United Kingdom, other than to Relevant Persons in accordance with the exemptions referred to above.

The Offer described in this press release is not governed by the UK City Code on Takeovers and Mergers. Accordingly, shareholders in the United Kingdom will not have the benefit of any of the protections afforded to offeree company shareholders under the UK City Code on Takeovers and Mergers or by the UK Panel on Takeovers and Mergers, including in relation to mandatory offer thresholds, and any compulsory redemption of shares in Evolution not tendered under the Offer will not be conducted under the UK Companies Act 2006. As set out in the section "Applicable law and disputes" above, the Offer, and any agreements entered into between Candle Lake and shareholders in Evolution as a result of the Offer, are governed by and shall be construed in accordance with substantive Swedish law, and any dispute shall be settled exclusively by Swedish courts, with the Stockholm District Court (Sw. Stockholms tingsrätt) as the court of first instance.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Evolution, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the extent applicable and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Candle Lake's ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders' ability to withdraw their acceptances, are not the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. This press release does not constitute or form part of a public offer of securities in the United States or an offer to the public in the United States to acquire or exchange securities. Holders of the shares in Evolution domiciled in the United States (the "U.S. Holders") are encouraged to consult with their own advisors regarding the Offer.

Evolution's financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of Evolution to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Evolution's other shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for Evolution's shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S. state securities laws in connection with the Offer, since Evolution and Candle Lake are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Evolution's shareholders may not be able to sue Evolution or Candle Lake or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Evolution or Candle Lake and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law and regulations and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Candle Lake and its affiliates or its brokers and its brokers' affiliates (acting as agents for Candle Lake or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Evolution outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Candle Lake may also engage in ordinary course trading activities in securities of Evolution, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Candle Lake nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.