Auroora is planning an initial public offering and listing on the official list of Nasdaq Helsinki Ltd

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Auroora Group Plc; Press Release March 16, 2026 at 8:30 am EET

AUROORA IS PLANNING AN INITIAL PUBLIC OFFERING AND LISTING ON THE OFFICIAL LIST OF NASDAQ HELSINKI LTD

Auroora Group Plc (“Auroora” or the “Company”), Finland’s largest compounder investing across multiple sectors measured by net sales, announces that it is planning an initial public offering (the “Offering”) and a listing of its shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) (the “Listing”).

The objective of the Offering is to enable Auroora to implement its strategy and accelerate growth with new equity. The Offering would enable the Company to obtain access to capital markets, expand its ownership base and increase the liquidity of the Company’s shares (“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 would also be expected to improve Auroora’s visibility and profile for possible merger and acquisitions (“M&A”) transactions and further increase Auroora’s recognition among the public and customers and as an employer.

The Offering is expected to consist of a share issue (the “Share Issue”), where the Company issues new Shares. The Company aims to raise gross proceeds of approximately EUR 35 million through the Share Issue by offering new Shares for subscription. The Company expects to use the net proceeds from the Share Issue to potential future acquisitions, supporting the development and growth of Auroora’s subsidiaries (the “Group Companies”), including investments in equipment, as well as for general corporate purposes. In addition, certain shareholders of the Company may, based on a decision to be made later, sell their Shares in connection with the Listing.

The following cornerstone investors (together, the “Cornerstone Investors”) as well as the Chair of the Board of Directors of the Company, Pekka Tammela and the CEO, Antti Rauhala, have given subscription undertakings in relation to the Offering for a total of approximately EUR 22.2 million. The Cornerstone Investors have given their subscription undertakings subject to certain customary conditions 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;
• Elo Mutual Pension Insurance Company;
• Varma Mutual Pension Insurance Company;
• OP Fund Management Company Ltd;
• Sp-Fund Management Company Ltd; ja
• United Bankers Plc.

Antti Rauhala, CEO of Auroora, comments:

“The Finnish economy relies heavily on small and medium-sized enterprises. A significant portion of these companies are expected to undergo ownership changes in the coming years. It is the moment when it will be decided whether the company will continue to grow in Finland or whether ownership will move abroad. Auroora is a Finnish compounder that was born out of a desire to develop long-term domestic ownership. We want to be long-term owner of good companies and develop companies in a long-term and sustainable manner across economic cycles and decades. As a compounder, our goal is not to centralize operations, but to strengthen our companies. The contemplated offering and listing would enable Auroora to implement its strategy and target growth through new acquisitions as well as support of 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. 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. The contemplated listing and resulting increased share liquidity would make it possible to use the company’s shares more effectively as consideration in potential future acquisitions.”

Auroora in Brief

Auroora is, according to its estimate, Finland’s largest compounder investing across multiple sectors, measured by net sales. Auroora aims to acquire small- and medium-sized enterprises (“SMEs”) active in selected industrial and technical segments across Finland and nearby geographic markets. Auroora’s operating model is based on long‑term ownership and development of such independently managed Group Companies with technical expertise and established customer relationships. Auroora pursues a long‑term buy‑and‑build strategy focused on acquiring and developing industrial SMEs with reliable operational performance, good market position, sustainable growth potential and strong operational cash flow.

As at the date of this release, Auroora covers 25 businesses. Auroora has three business segments:

• Electrification & Automation business segment, comprising energy efficient electrical and automation products and solutions,
• Clean Water & Environmental Technology business segment, comprising technology and services for water purification and wastewater treatment, circular economy solutions and environmental technology services, and
• Industrial Products & Services business segment, comprising specialized industrial products, maintenance and technical services for manufacturing, energy and infrastructure customers aiming for sustainable supply chains and solutions that enhance industrial efficiency and sustainability.

In addition, Auroora has Other Operations reporting segment, comprising Auroora’s Group functions and significant other holdings. For the year ended December 31, 2025, the Electrification & Automation business segment accounted for 58.8 percent of Auroora’s pro forma net sales, the Clean Water & Environmental Technology business segment 9.1 percent, the Industrial Products & Services business segment 31.4 percent and the Other Operations reporting segment 0.8 percent.

Auroora primarily focuses on acquisition targets in Finland, but may also pursue acquisitions in other Nordic countries, with selective expansion in Central and Eastern Europe. Upon acquiring a company, Auroora typically retains the acquired company’s brand, name, and strategic autonomy.

Auroora’s head office is located in Tampere, Finland. As at December 31, 2025, Auroora had 853 employees, of which 92 percent were based in Finland (a total of 767 full‑time equivalent employees). For the year ended December 31, 2025, Auroora’s pro forma net sales were EUR 235.2 million, pro forma adjusted EBITA margin (earnings before interest, taxes and amortization) was 7.5 percent and pro forma adjusted EBITA was EUR 17.7 million.

Key Strengths

Auroora believes that the following factors are among its key strengths and represent competitive advantages:

• proven growth track record as a compounder;
• strong cash flow;
• structurally attractive business segments;
• decentralized operating model and active ownership;
• experienced management team and professional Group Company Boards of Directors;
• disciplined capital allocation and strong financial foundation; and
• sustainability and long‑term ownership as core principles.

Auroora’s Strategy

Auroora pursues a long-term buy-and-build strategy focused on acquiring and developing industrial SMEs with reliable operational performance, good market position and sustainable growth potential. The strategy is based on acquisitions and organic growth of the Group Companies, where active deal sourcing, disciplined investment selection, structured execution and long-term ownership development are combined.

Auroora’s acquisition criteria include:

• complementarity with existing segments and ability to operate independently;
• typical size of EUR 5–20 million in annual net sales for platform acquisitions and more than EUR 1 million for add‑on acquisitions;
• focus on Finland and the Nordics, with selective expansion in Central and Eastern Europe;
• proven profitability, EBITA margins above 10 percent, strong cash flow and return on capital employed (ROCE) above 15 percent; and
• EV (enterprise value) / EBITA valuation multiple of 4–8x depending on the profile and fit to segment strategy.

Financial Targets and Dividend Policy

The Board of Directors of the Company has adopted the following financial targets by end of year 2028 for Auroora:

• combined net sales of EUR 400 million;
• combined adjusted EBITA margin above 10 percent;
• interest bearing net debt to combined adjusted EBITDA ratio 2.0x; and
• return on capital employed (ROCE) above 15 percent.

Combined figures are presented to illustrate the effect of the Company’s acquisitions of new Group Companies as if the acquired companies had been owned by Auroora during the 12‑month period preceding the reporting date. The ratio of interest‑bearing net debt to adjusted EBITDA of 2.0x may be temporarily higher in connection with acquisitions.

The Board of Directors of the Company has adopted a dividend policy pursuant to which Auroora’s target is to pay an annually increasing dividend, while also considering other capital allocation priorities.

Pro Forma Performance Measures

The following table sets forth certain Auroora’s key figures presented on a pro forma basis as at and for the year ended December 31, 2025.

Pro forma performance measures are presented to illustrate what the hypothetical impact on these key figures would have been if the Company’s acquisitions of BTB Transformers Ltd, Alu‑Releco Oy, WestimQpower Oy, Suomen Voiteluainekauppa Oy, Fiomi Oy, which owns the entire share capital of Rammy Oy and Heatmasters Oy in 2025 and the acquisition of Rasmix Oy in 2026, including the financing of these transactions, (the “Transactions”) had occurred on January 1, 2025 for the performance measures derived from pro forma income statement and for pro forma interest-bearing net debt and pro forma return on capital employed (ROCE) as if the acquisition of Rasmix Oy had been completed on December 31, 2025. Business operations of Pur‑ait Oy, acquired by Auroora on January 11, 2025, have been consolidated to Auroora’s published historical consolidated financial statements from January 1, 2025 onwards and, therefore, the impact of the acquisition has not been included in the unaudited pro forma financial information. Impact of the business operations of Autoverhoomo Look Oy, acquired by Auroora on November 5, 2025, has not been included in the unaudited pro forma financial information, because Autoverhoomo Look Oy’s historical financial information would not have been available for the preparation of the unaudited pro forma financial information without substantial effort. The unaudited pro forma financial information has been compiled in accordance with the Annex 20 to the Commission Delegated Regulation (EU) 2019/980 and the accounting policies applied by the Company in its consolidated financial statements in accordance with IFRS. The unaudited pro forma financial information addresses a hypothetical situation and is not therefore necessarily indicative of what the Company’s financial performance actually would have been had the acquisitions been completed on January 1, 2025. Furthermore, the unaudited pro forma financial information does not purport to project the operating results of the Company as of any future date.

Auroora’s Financial Performance Measures

The following table sets forth Auroora’s key figures as at the dates and for the years indicated:

(1) Auroora qualified as an investment entity under “IFRS 10 – Consolidated Financial Statements” (“IFRS 10”) and presented its investments as financial instruments at fair value between January 1, 2023 and February 20, 2023, after which subsidiaries have been consolidated into Auroora’s consolidated financial statements in accordance with IFRS 10 and applying the acquisition method under “IFRS 3 – Business Combinations.” Therefore, the figures as at and for the year ended December 31, 2023, are not fully comparable with the figures as at and for the years ended December 31, 2024 and 2025

(2) Audited.

In the key figures Auroora presents certain performance measures of historical financial performance, financial position and cash flows, which in accordance with the “Alternative Performance Measures” guidance by the European Securities and Markets Authority (ESMA) are not accounting measures defined or specified in IFRS, but are alternative performance measures. In the Company’s view, alternative performance measures provide Auroora’s management and investors, securities analysts and other parties with significant additional information related to Auroora’s results of operations, financial condition or cash flows.

Information on the Offering

The objective of the Offering is to enable Auroora to implement its strategy and accelerate growth with new equity. The Offering would 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 would also be 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.

The Company aims to raise gross proceeds of approximately EUR 35 million through the Share Issue by offering new Shares for subscription. The Company expects to use the net proceeds from the Share Issue to potential future acquisitions, supporting the development and growth of the Group Companies, including investments in equipment, as well as for general corporate purposes. In addition, certain shareholders of the Company may, based on a decision to be made later, sell their Shares in connection with the Listing.

The contemplated Offering will consist of (i) a public offering to private individuals and entities in Finland, (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally and (iii) a personnel offering for the employees of the Company and Group Companies, and for the members of the Boards of Directors and management teams of the Company and Group Companies in Finland.

The following Cornerstone Investors, as well as the Chair of the Board of Directors of the Company, Pekka Tammela and the CEO, Antti Rauhala, have given subscription undertakings in relation to the Offering for a total of approximately EUR 22.2 million. The Cornerstone Investors have given their subscription undertakings subject to certain customary conditions 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;
• Elo Mutual Pension Insurance Company;
• Varma Mutual Pension Insurance Company;
• OP Fund Management Company Ltd;
• Sp-Fund Management Company Ltd; ja
• United Bankers Plc.

Advisors

DNB Carnegie Investment Bank AB, Finland Branch has been appointed to act as sole global coordinator and joint bookrunner for the Offering (the “Global Coordinator”) and Nordea Bank Abp 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.

Press Conference

Welcome to follow Auroora’s press conference today, March 16, 2026 starting at 10:00 am EET. The event will be held as a webcast at https://auroora.videosync.fi/tiedotustilaisuus-16032026 (the press conference will be held in Finnish).

Further Enquiries

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

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.