Inside information: Boreo considers issuing capital securities in an expected amount of EUR 10 million, announces a tender offer for the notes issued by it in 2024 and has agreed in principle on a EUR 60 million financing arrangement

BOREO PLC Inside Information, Stock exchange release 16 September 2026 at 10:00 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Inside information: Boreo considers issuing capital securities in an expected amount of EUR 10 million, announces a tender offer for the notes issued by it in 2024 and has agreed in principle on a EUR 60 million financing arrangement

Boreo plc (”Boreo” or the ”Company”) announces its intention to issue new capital securities in an expected aggregate principal amount of EUR 10,000,000 (the ”New Capital Securities”). Concurrently, Boreo today also invites holders to tender for purchase for cash (the ”Tender Offer”) the outstanding EUR 20,000,000 10.750 per cent. hybrid notes issued by Boreo on 21 March 2024 (ISIN: FI4000566948) (the ”Notes”). The Tender Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 16 September 2026 (the ”Tender Offer Memorandum”).

Holders of the Notes (the ”Holders”) are urged to read the Tender Offer Memorandum carefully for the full details of, and information on the procedures for participating in, the Tender Offer. The Tender Offer Memorandum is available from OP Corporate Bank plc.

Boreo proposes to accept for purchase all of the Notes validly tendered pursuant to the Tender Offer, but reserves the right, in its sole discretion, to determine whether to accept any Notes for purchase, including the right not to accept any Notes for purchase. The Company will determine the final amount accepted for purchase in its sole discretion, and such amount may be lower than the aggregate nominal amount of the Notes validly tendered. If the aggregate nominal amount of the Notes validly tendered exceeds such amount, the Company intends to accept the Notes for purchase on a pro rata basis as described in the Tender Offer Memorandum. Whether Boreo purchases any Notes validly tendered in the Tender Offer is conditional upon the completion of the issue of the New Capital Securities (the ”New Issue Condition”).

The purchase price for the Notes is EUR 20,400 per EUR 20,000 in nominal amount of the Notes (in aggregate 102.00 per cent. of the nominal amount of the Notes). In addition, accrued and unpaid interest will be paid in respect of all Notes validly tendered, delivered and accepted for purchase.

The New Capital Securities may be issued in the near future, subject to market conditions.

The Company intends to use the proceeds received from the New Capital Securities to fund the purchase of the Notes accepted for purchase in the Tender Offer and for general corporate purposes. The purpose of the Tender Offer in conjunction with the issue of the New Capital Securities is, together with the Financing Arrangement (as defined below), to proactively manage upcoming debt redemptions and to extend the average debt maturity profile of the Company.

The offer period for the Tender Offer commences on 16 September 2026 and expires at 4.00 p.m. Finnish time on 23 September 2026, unless extended, re-opened or terminated as described in the Tender Offer Memorandum (the ”Offer Period”). The final results of the Tender Offer will be announced as soon as reasonably practicable after the expiry of the Offer Period, and in any event no later than 28 September 2026. Provided that the New Issue Condition is satisfied or waived, settlement of the Tender Offer and of the New Capital Securities is expected to take place on 28 September 2026, and in any event no later than 12 October 2026.

If a Holder wishes to subscribe for New Capital Securities, the Holder must submit a separate subscription request in respect of the New Capital Securities to the lead manager of the issue of the New Capital Securities.

In connection with the Tender Offer, the Company further announces its intention to redeem the Notes in full by exercising the clean-up call option set out in the terms and conditions of the Notes, if the aggregate outstanding nominal amount of the Notes following the Tender Offer is twenty-five (25) per cent. or less of the aggregate nominal amount issued. The clean-up call would apply to all Notes then outstanding, in whole and not in part, at an amount equal to 100 per cent. of their nominal amount, together with accrued but unpaid interest to, but excluding, the redemption date. For the avoidance of doubt, a notice of redemption would be given separately to the Holders and to the agent acting on their behalf in accordance with the terms and conditions of the Notes.

The Company’s largest shareholder, Preato Capital AB, is willing to support the transaction by way of subscribing up to EUR 2.5 million for the New Capital Securities to ensure successful issuance.

Capital securities are instruments which are subordinated to the Company’s other debt and which are recognised as equity in Boreo’s IFRS financial statements. Capital securities do not confer upon their holders the rights of a shareholder and do not dilute the holdings of existing shareholders.

OP Corporate Bank plc acts as the lead manager of the issue of the New Capital Securities. OP Corporate Bank plc also acts as the Dealer Manager and Tender Agent for the Tender Offer. Further information on the Tender Offer is available from OP Corporate Bank plc, email: liabilitymanagement@op.fi / tel. +358 50 599 1281.

The Company has further agreed in principle with OP Corporate Bank plc on a financing arrangement in an aggregate amount of EUR 60 million (the ”Financing Arrangement”), to be used for the refinancing of the Company’s existing loans, the financing of future acquisitions, the financing of the repurchase of the Notes and for the general working capital needs of the group. The Financing Arrangement is conditional upon the signing of a facilities agreement in respect of the financing, which the Company and OP Corporate Bank plc aim to sign in September 2026.

Dottir Attorneys Ltd acts as legal adviser to the Company in connection with the Tender Offer, the New Capital Securities and the Financing Arrangement.

BOREO PLC

Further information:
Tuomas Kahri

Chief Executive Officer

tel. +358 50 435 1944

DISTRIBUTION:
Nasdaq Helsinki
Principal media
www.boreo.com

Boreo in brief

Boreo is a company listed on the Helsinki Stock Exchange that creates value by owning, acquiring and developing small and medium-sized companies over the long term. Boreo’s operations are organised into two business areas: Electronics and Technical Trade.

Boreo’s primary objective is sustainable long-term earnings growth. The Company’s business model is based on the acquisition and long-term ownership of profitable, entrepreneurial companies generating a high return on capital. At the core of the Company’s business model is the reinvestment of the cash flows of its companies at high expected rates of return in group companies or in acquisitions. Boreo operates in a decentralised organisational model that emphasises local responsibility and an entrepreneurial way of working. Sustainable long-term earnings growth of the group companies is secured by supporting and training the companies and their personnel.

In 2025, the group’s net sales amounted to EUR 153 million and it employs more than 300 people in seven countries. The Company’s head office is located in Vantaa, Finland.

IMPORTANT NOTICE

This release must be read in conjunction with the Tender Offer Memorandum. This release and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of this release or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its independent financial, tax or legal adviser. Any person whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. Neither OP Corporate Bank plc (the “Dealer Manager” and the “Tender Agent”) nor the Company makes any recommendation as to whether Holders should tender Notes pursuant to the Tender Offer.

Distribution Restrictions

General

The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. The Tender Offer of the Notes is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or the Tender Offer Memorandum may come are required to inform themselves about and comply with such restrictions. This release or the Tender Offer Memorandum may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including (but not limited to) the United States, Australia, Canada, Hong Kong, Singapore, New Zealand, South Africa and Japan. The information contained herein or in the Tender Offer Memorandum shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. The Company’s, the Dealer Manager’s or the Tender Agent’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Notes are aware of these restrictions or not.

This release or the Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

In addition to the representations referred to above and below in respect of the United States, each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally. Any tender of the Notes for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of the Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”) (each, a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this release or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Company, the Tender Agent and the Dealer Manager such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Disclaimer

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. No actions have been taken to register or qualify the New Capital Securities, or otherwise to permit a public offering of the New Capital Securities, in any jurisdiction.

This communication does not constitute an offer of New Capital Securities for sale in the United States. The New Capital Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States, and the New Capital Securities may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Person (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This communication does not constitute an offer of New Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Capital Securities. Consequently, this communication is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) are other persons to whom it may be otherwise lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.