Background
As previously communicated in the Company’s financial reporting, the original payment schedule had been amended on prior occasions. Crown Energy has to date paid EUR 75 million at closing, one subsequent instalment of EUR 9 million, and EUR 4.5 million in December 2024 as a prepayment of the first 2025 instalment. No further payments were made during 2025.

Revised payment structure and trigger mechanism
The deferred amount of EUR 49.5 million only becomes payable upon the earlier occurrence of certain defined events. The first such event is that the rolling twelve-month EBITDA of the SmarTee group reaches or exceeds EUR 20 million.

The second is a qualifying disposal, meaning that Crown Energy AB or any of its affiliates completes a sale, transfer or other disposal of more than 10 per cent of the issued share capital of SmarTee S.à r.l. in a single transaction or a series of related transactions, and realises a profit on disposal of at least 15 per cent above its weighted average acquisition cost per share in respect of the shares so disposed.

If neither of the trigger events has occurred by 31 December 2029, being the initial long-stop date under the amendment agreement, the deferred payment obligation is automatically extended in successive two-year periods under the same trigger framework.

Effect of the amendment
The amendment agreement therefore establishes a revised payment framework for the remaining purchase price, under which the majority of the currently outstanding amount is deferred beyond 3 February 2027 and becomes payable only upon defined performance-related and transaction-related trigger events.