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Auroora Group Plc; Press Release, March 24, 2026, at 01:40 p.m. EET

AUROORA GROUP PLC ANNOUNCES SUBSCRIPTION PRICE FOR ITS CONTEMPLATED INITIAL PUBLIC OFFERING AND FURTHER INFORMATION ON THE LISTING OF ITS SHARES ON THE OFFICIAL LIST OF NASDAQ HELSINKI

Auroora Group Plc (“Auroora” or the “Company”), according to its own estimate Finland’s largest compounder investing across multiple sectors measured by net sales, announces the subscription price (the “Subscription Price”) for its contemplated initial public offering. On March 16, 2026, the Company announced its intention to float and list its shares (the “Shares”) on the Official List of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) (the “Listing”).

The Offering in brief

• The Subscription Price in the Offering (as defined below) is EUR 5.20 per Offer Share (as defined below). The subscription price in the Personnel Offering (as defined below) is 10 percent lower than the Subscription Price (i.e., EUR 4.68).

• The Company aims to raise gross proceeds of approximately EUR 35.0 million by offering the new shares in the Company (the “New Shares”) for subscription (the “Offering”). The Company will issue preliminarily a maximum of 6,741,453 New Shares.

• The Offering consists of (i) a public offering to private individuals and entities in Finland (the “Public Offering”), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally (the “Institutional Offering”) and (iii) a personnel offering to all employees who are in a full- or part-time permanent employment relationship with the Company or its group companies in Finland at the start of the subscription period, as well as to the members of the Board of Directors and the management team of the Company and its group companies in Finland (the “Personnel”) (the “Personnel Offering”). Unless the context indicates otherwise, the New Shares (including the personnel shares) and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares.”

• The Company is expected to grant to the Managers (as defined below) an over-allotment option, exercisable on behalf of the Managers by DNB Carnegie Investment Bank AB, Finland Branch (“DNB Carnegie”), acting as stabilizing manager (the “Stabilizing Manager”), which would entitle the Stabilizing Manager to subscribe for preliminarily a maximum of 1,011,217 additional new Shares (the “Option Shares”) at the Subscription Price solely to cover over‑allotments in connection with the Offering (the “Over‑allotment Option”). The Over‑allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the Official List of Nasdaq Helsinki (i.e., on or about the period between April 2, 2026, and May 1, 2026,) (the “Stabilization Period”). The Option Shares represent approximately 4.6 percent of the Shares and votes vested by the Shares prior to the Offering and approximately 3.4 percent of the Shares and votes vested by the Shares after the Offering assuming that the Company will issue 6,741,453 New Shares and that the Over‑allotment Option is exercised in full. However, the number of Option Shares will not in any case represent more than 15 percent of the aggregate number of New Shares.

• The following cornerstone investors (together, the “Cornerstone Investors”) have given subscription undertakings in relation to the Offering for a total of approximately EUR 22 million. In addition, the Chair of the Board of Directors of the Company, Pekka Tammela and the CEO, Antti Rauhala have given subscription undertakings in the Personnel Offering. The Cornerstone Investors have each individually given subscription undertakings in relation to the Offering, under which the Cornerstone Investors, each individually, have committed to subscribing for Offer Shares at the Subscription Price in the Offering subject to certain customary provisions and provided that the pre-money equity value of the entire share capital of the Company is no more than EUR 115.21 million:

• • Aktia Fund Management Company Ltd EUR 4.6 million;

  • Elo Mutual Pension Insurance Company EUR 4.0 million;

  • Varma Mutual Pension Insurance Company (“Varma”) approximately EUR 3.4 million;

  • OP Fund Management Company Ltd EUR 1.5 million;

  • Sp-Fund Management Company Ltd EUR 6.0 million; and

  • certain funds managed by UB Fund Management Company Ltd and certain assets managed by UB Asset Management Ltd EUR 2.5 million.

• The Offer Shares represent preliminarily a maximum of approximately 23.3 percent of the Shares and votes vested by the Shares after the Offering assuming that the Over‑allotment Option will not be exercised (approximately 25.9 percent assuming that the Over‑allotment Option will be exercised in full), and assuming that the Company will issue 6,741,453 New Shares.

• The subscription period for the Public Offering will commence on March 25, 2026, at 10:00 a.m. (Finnish time) and end on or about March 30, 2026, at 4:00 p.m. (Finnish time). The subscription period for the Institutional Offering will commence on March 25, 2026, at 10:00 a.m. (Finnish time) and end on or about March 31, 2026, at 6:00 p.m. (Finnish time). The subscription period for the Personnel Offering will commence on March 25, 2026, at 10:00 a.m. (Finnish time) and end on or about March 30, 2026, at 4:00 p.m. (Finnish time).

• The Company’s Board of Directors is entitled to extend the subscription periods of the Public, Institutional and Personnel Offerings.

• The Company’s Board of Directors has, in the event of an oversubscription, the right to discontinue the Public Offering and the Institutional Offering by a decision at the earliest on March 27, 2026, at 4:00 p.m. (Finnish time). In addition, the Company’s Board of Directors may discontinue the Personnel Offering at its sole discretion no earlier than March 27, 2026, at 4:00 p.m. (Finnish time). The Public Offering, Institutional Offering and Personnel Offering may be discontinued or not discontinued independently of one another. A stock exchange release regarding any discontinuation will be published without delay.

• Trading of the Shares on the Official List of Nasdaq Helsinki is expected to commence on or about April 2, 2026, under the trading code AUROORA.

• The Company, the members of the Board of Directors of the Company, the members of the executive board of Auroora, certain shareholders of the Company as well as the employees participating in the Personnel Offering are expected to commit to customary lock-up arrangements.

Antti Rauhala, CEO of Auroora, comments:

“Auroora is a Finnish compounder that was born out of a desire to develop long-term domestic ownership. We are very pleased to now launch Auroora’s Offering and to invite investors to join us in building many new growth stories in Finland. We want to be a long-term owner of good companies and develop companies in a sustainable manner across economic cycles and decades. Through the Offering, we aim to support the implementation of Auroora’s strategy and accelerate growth with new equity. We expect to use the net proceeds, among other things, for potential future acquisitions, and to support the development and growth of our group companies. We want to be the best home for companies, reliable partner for entrepreneurs and an attractive investment target for investors.”

Pekka Tammela, Chair of the Board of Directors, comments:

“Aim of Auroora’s business is to build active Finnish ownership and sustainable growth. According to our view, Auroora is currently Finland’s largest compounder investing across multiple sectors, measured by net sales. Auroora’s business is focused on industrial and technical segments underpinned by long-term structural trends, such as electrification, energy transition, water infrastructure investments and industrial efficiency. We pursue a long-term strategy focused on acquiring and developing industrial SMEs with reliable operational performance, good market position and sustainable growth potential.”

Background and Reasons for the Offering

The objective of the Offering is to enable Auroora to implement its strategy and accelerate growth with new equity. The Offering will enable the Company to obtain access to capital markets, expand its ownership base and increase the liquidity of the Shares. The Listing and increased liquidity would also make it possible to use the Shares more effectively as consideration in potential future acquisitions. Additional recognition is also expected to improve Auroora’s visibility and profile for M&A transactions and further increase Auroora’s recognition among the public and customers and as an employer.

Use of Proceeds

The Company aims to raise gross proceeds of approximately EUR 35.0 million through the Offering by offering New Shares for subscription. In connection with the Offering, the Company expects to pay total fees and expenses of approximately EUR 3.5 million (assuming that the discretionary fees are paid in full, and that the Over‑allotment Option is not exercised), resulting in net proceeds for the Company from the Offering of approximately EUR 31.5 million (assuming that all preliminarily offered New Shares are subscribed for). The Company expects to use the net proceeds from the Offering to potential future acquisitions, supporting the development and growth of its group companies, including investments in equipment, as well as for general corporate purposes.

Information on the Offering

The Company will issue preliminarily a maximum of 6,741,453 New Shares and the number of the Shares may increase preliminarily to a maximum of 28,897,182 Shares if all of the New Shares offered in the Offering are subscribed for (assuming that a maximum of 106,837 personnel shares is offered in the Personnel Offering) and assuming that the Over‑allotment Option will not be exercised (the number of the Shares may increase preliminarily to a maximum of 29,908,399 Shares assuming that a maximum of 106,837 personnel shares is offered in the Personnel Offering and that the Over‑allotment Option will be exercised in full). The new Shares to be issued in the Offering would represent preliminarily approximately a maximum 25.9 percent of the Shares and votes vested by the Shares after the Offering assuming that all of the New Shares offered in the Offering are subscribed for in full and assuming that the Over‑allotment Option will be exercised in full. The preliminary maximum number of the new Shares to be issued represents approximately 35.0 percent of the Shares prior to the Offering (assuming that the Over‑allotment Option will be exercised in full). The current shareholders of the Company do not sell any Shares in connection with the contemplated Listing. The Company’s Board of Directors will decide, after consulting the Managers, on the execution of the Offering, the final number of Offer Shares and the allocation of Offer Shares on or about April 1, 2026.

The Cornerstone Investors have given subscription undertakings in relation to the Offering for a total of approximately EUR 22 million. In addition, the Chair of the Board of Directors of the Company, Pekka Tammela and the CEO, Antti Rauhala have given subscription undertakings in the Personnel Offering. The Cornerstone Investors have each individually given subscription undertakings in relation to the Offering, under which the Cornerstone Investors have committed to subscribing for Offer Shares at the Subscription Price in the Offering subject to certain customary provisions and provided that the pre-money equity value of the entire share capital of the Company is no more than EUR 115.21 million.

The Cornerstone Investors have given their subscription undertakings as follows:

• Aktia Fund Management Company Ltd EUR 4.6 million;

• Elo Mutual Pension Insurance Company EUR 4.0 million;

• Varma approximately EUR 3.4 million;

• OP Fund Management Company Ltd EUR 1.5 million;

• Sp-Fund Management Company Ltd EUR 6.0 million; and

• certain funds managed by UB Fund Management Company Ltd and certain assets managed by UB Asset Management Ltd EUR 2.5 million.

The Company is expected to grant to the Managers the Over-allotment Option, exercisable on behalf of the Managers by the Stabilizing Manager, which would entitle the Stabilizing Manager to subscribe for preliminarily a maximum of 1,011,217 Option Shares at the Subscription Price solely to cover over‑allotments in connection with the Offering. The Over‑allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the Official List of Nasdaq Helsinki (i.e., on or about the period between April 2, 2026, and May 1, 2026). The Option Shares represent approximately 4.6 percent of the Shares and votes vested by the Shares prior to the Offering and approximately 3.4 percent of the Shares and votes vested by the Shares after the Offering assuming that the Company will issue 6,741,453 New Shares and that the Over‑allotment Option is exercised in full. However, the number of Option Shares will not in any case represent more than 15 percent of the aggregate number of New Shares.

The Company is expected to commit to a lock-up during the period that will end 360 days from the Listing. The members of the Board of Directors of the Company and the management team of the Company are expected to commit to a lock‑up agreement with similar terms to that of the Company that will end on the date that falls 360 days from the Listing. The lock‑up agreement concerns, in respect of the Chair of the Board of Directors of the Company, Pekka Tammela and the CEO, Antti Rauhala, also the Offer Shares under their respective subscription commitments. According to the terms and conditions of the Personnel Offering, the Personnel member participating in the Personnel Offering must agree to comply with a lock‑up with similar terms to that of the Company that will end on the date that falls 360 days from the Listing. Other shareholders to which the above lock‑up does not apply to, except for Varma, have agreed to comply with a lock‑up agreement with similar terms to that of the Company that will end on the date that falls 180 days from the Listing.

Preliminary Schedule

• The Finnish language prospectus (the “Prospectus”) will be approved on or about March 24, 2026, and published on or about March 24, 2026, but at the latest before the commencement of the subscription period.

• Subscription period of the Offering commences on March 25, 2026.

• Subscription period of the Public Offering and the Personnel Offering ends on or about March 30, 2026.

• Subscription period of the Institutional Offering ends on or about March 31, 2026.

• Announcement of the final results of the Offering on or about April 1, 2026.

• New Shares are registered in the book-entry accounts in the Public Offering and the Personnel Offering on or about April 2, 2026.

• Trading in the Shares commences on the Official List of Nasdaq Helsinki on or about April 2, 2026.

• The Offer Shares offered in the Institutional Offering are ready to be delivered against payment through Euroclear Finland Oy on or about April 8, 2026.

Prospectus

The Company has today submitted the Prospectus for approval by the Finnish Financial Supervisory Authority. The Finnish language prospectus is expected to be approved on March 24, 2026. The Prospectus and the Finnish language marketing brochure will be available on or about March 24, 2026, but at the latest before the commencement of the subscription period on Auroora’s website at www.auroora.com/listautuminen. In addition, the Prospectus will be available on Nordea Bank Abp’s (“Nordea”) website at www.nordea.com/fi/auroora-ipo on or about March 24, 2026.

The English language translation of the Prospectus will be available on or about March 24, 2026, but at the latest before the commencement of the subscription period on Auroora’s website at www.auroora.com/en/IPO. In addition, the English language translation of the Prospectus will be available on Nordea’s website at www.nordea.com/fi/auroora-ipo on or about March 24, 2026. Access to the Prospectus and English language translation is subject to restrictions for investors outside of Finland.

Advisors

DNB Carnegie has been appointed to act as sole global coordinator and joint bookrunner for the Offering (the “Global Coordinator”) and Nordea has been appointed to act as joint bookrunner for the Offering (together with the Global Coordinator, the “Managers”). White & Case LLP acts as the legal advisor to Auroora in connection to the Offering. Borenius Attorneys Ltd acts as the legal advisor to the Managers in connection to the Offering. IR Partners Oy acts as Auroora’s communications advisor. PricewaterhouseCoopers Oy acts as the advisor on IPO, tax and financial due diligence services to Auroora.

Company Event

Auroora will organize a company event on Wednesday March 25, 2026, at 6:00 pm EET. The event will be held as a webcast at https://auroora.videosync.fi/yhtioesittely-25032026 (the company event will be held in Finnish).

Further Enquiries

Antti Rauhala, CEO, Auroora Group Plc
Tel. +358 40 549 0080
antti.rauhala@auroora.com

Auroora in Brief

Auroora is a Finnish compounder and industrial owner that builds long-term, profitable growth through acquisitions and operational development. Auroora acts as a long-term owner and develops its portfolio companies as part of a decentralized and entrepreneurial Group structure.

Auroora operates in three segments: Electrification and Automation, Clean Water and Environmental Technology, and Industrial Products and Services. The Group executes a repeatable acquisition strategy in selected markets and allocates capital to growth that supports sustainable value creation.

The Group comprises more than 20 SMEs employing over 850 people. In 2025, Auroora’s net sales amounted to EUR 205.2 million and adjusted EBITA to EUR 13.5 million. Auroora operates in Finland, and its companies conduct international business, with subsidiaries in Finland, Sweden and Poland.

Important Information

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.

This document is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority will be published, and when published can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.

This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

In any member state of the European Economic Area other than Finland (each a “Relevant State”), this information and this offering are only addressed to and directed at persons who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This information should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors.

This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Matters discussed in this announcement may include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that they each are (i) compatible with an end target market of retail investor and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Target Market Assessment”), and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements in any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, obtain, or take any other action concerning the Shares. Each distributor is responsible for its own Target Market Assessment in respect of the Shares and determining the appropriate distribution channels.