About BMK and the strategic significance of the deal

BMK has approximately 1,500 employees based in Augsburg, Germany, with operations in the Czech Republic and a partnership in a company in Israel. BMK is a leading provider of electronics manufacturing and complex assembly, with the capacity to handle both small series and high-volume production under quality requirements that place the company in the absolute top tier within its field. BMK has annual turnover of approximately SEK 3.3 billion and an operating margin of approximately 7.3%. The sellers are three entrepreneurs who founded BMK in 1994 and who, through the share issue in kind, become significant shareholders in HANZA.

The acquisition marks the completion of the ongoing strategic phase, HANZA 2025, whose main operational objective has been to establish five well-balanced manufacturing clusters in Europe. The acquisition brings significant expertise, capacity and leadership that strengthens HANZA both operationally and strategically, and creates increased capacity for the ongoing LYNX programme aimed at the defence industry.

The next strategic phase, HANZA 2028, is planned to be presented at a capital markets day in close connection with the company's year-end report for 2025, which will be published on 24 February 2026. The strategy will include new operational and financial targets for the Group.

"BMK represents exactly the quality company we need within the Group to continue the development of HANZA. BMK has a strong corporate culture, a stable customer base and is technically leading within its manufacturing area. The fact that the sellers choose to become co-owners as payment for the company also demonstrates a clear and long-term conviction in the Group's strategy for the future", says Erik Stenfors, CEO of HANZA.

"I am pleased that the deal has been completed and that HANZA and BMK have now formally merged. As we look ahead, we see strong opportunities for continued business development, and for BMK to deliver additional value to its customers as part of HANZA’s cluster model. By combining our strengths, we unlock significant potential, and we look forward to being an active part of an innovative European industrial group with clear growth ambitions,” says Stephan Baur, co-founder of BMK

The deal in brief

• The transaction is carried out through a share exchange where HANZA acquires 100% of the shares in BMK from the company's three founders. The purchase price consists of approximately 17 million newly issued HANZA shares, the majority of which are subject to lock-up clauses.

• The parties have applied a relative valuation model, where BMK is allocated approximately 27 per cent of the ownership in the merged company. The choice of valuation model was based on the assessment that HANZA, given its unique business model, strong financial performance and long-term growth potential, warrants a higher valuation than traditional EMS companies. The implied valuation of BMK amounts to approximately SEK 1.8 billion, based on HANZA's share price at the time of signing the agreement.

• BMK's net debt may not exceed 50 million euros (MEUR) on closing, which means a debt ratio in line with HANZA's and means that the merged Group is below the financial target of 2.5x net debt/EBITDA.

The share issue in kind

The purchase price for 100 per cent of the shares in BMK consists of 16,999,998 newly issued shares in HANZA AB, distributed equally among the three sellers (the "Share Issue in Kind"). The board of HANZA resolved today, based on authorisation from the extraordinary general meeting on 21 November 2025, to carry out the Share Issue in Kind. The new shares were issued at a subscription price of SEK 126.6 per new share, and payment has been made by contribution in kind in the form of the sellers' shares in BMK. The total contribution in kind consists of 300,000 shares in BMK, corresponding to a total value of SEK 2,152,199,746.80, calculated based on the closing price of the HANZA share on Nasdaq Stockholm on 5 January 2026.

The Share Issue in Kind results in an increase in the number of shares in HANZA by 16,999,998 shares, from 45,959,340 to 62,959,338. The share capital increases by SEK 1,699,999.80, from SEK 4,595,934.00 to SEK 6,295,933.80. The Share Issue in Kind results in dilution of approximately 27 per cent based on the total number of shares in HANZA after completion of the Share Issue in Kind.

Of the shares that the sellers receive, 2.55 million shares (850,000 per seller) are not subject to lock-up. The remaining approximately 14.45 million shares are subject to lock-up restrictions for up to three years from the date of completion, with customary exceptions. The number of shares subject to lock-up is gradually reduced after 12 and 24 months from closing. Shares subject to the lock-up may not be sold without HANZA's written consent. Any sales of shares shall be made as block transactions to ensure an orderly market.

Advisors
Pareto Securities AB acted as financial advisor and Advokatfirman Lindahl acted as legal advisor in connection with the transaction.

Important information
This press release may contain certain forward-looking statements that reflect HANZA's current views on future events and financial and operational developments. Words such as “intends,” “believes,” “expects,” “may,” “plans,” “estimates,” and other expressions that imply indications or predictions regarding future developments or trends, and that are not based on historical facts, constitute forward-looking information. Forward-looking information is by its nature subject to both known and unknown risks and uncertainties, as it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or performance, and actual results may differ materially from those expressed in forward-looking information.