Infrea (INFREA) investor relations material

Deal rationale and strategic fit

• Merger creates a leading Northern European infrastructure services platform with combined revenues of approximately SEK 5 billion, leveraging complementary customer bases, service offerings, and geographic reach.

• Diversified project portfolio and long-term customer relationships support continued growth and a more resilient business model.

• Enhanced capabilities across infra, power, telecom, and paving enable end-to-end customer solutions and cross-selling opportunities.

• The merger addresses growing market demand for integrated, nationwide infrastructure solutions and positions the new company for sector leadership.

• The new entity will operate under a new name, reflecting its expanded scale and capabilities.

Financial terms and conditions

• Structured as a statutory merger with Infrea absorbed into Netel; Infrea shareholders receive 17 new Netel shares per 4 Infrea shares, with no cash consideration.

• Infrea shareholders will own up to 58% of the merged company, or 53% if the overallotment issue is fully subscribed.

• The merger values Infrea at approximately SEK 417 million, with a 12% premium to the last closing price before announcement.

• Netel to raise SEK 127m via a fully secured rights issue, with an additional SEK 75m overallotment, raising up to SEK 202m before costs to strengthen financial flexibility.

• The merger is not contingent on external financing; all consideration is in new Netel shares.

Synergies and expected cost savings

• Annual cost synergies of approximately SEK 50 million expected within 12–24 months, mainly from shared group functions, procurement, and reduced listing costs.

• Additional revenue synergies anticipated from complementary offerings and expanded geographic coverage.

• Combined scale expected to lower future financing costs and improve resource utilization.