BOREO PLC  Inside information, Stock exchange release  11 March 2024 at 9:30 EET

Inside information: Boreo Plc considers issuance of new EUR 20,000,000 capital securities (hybrid bond) and announces tender offer for its outstanding notes issued on 9 February 2022

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

Boreo Plc ("Boreo" or the “Company”) announces its intention to issue a new EUR 20,000,000 capital securities (hybrid bond) (the "New Capital Securities"). At the same time, Boreo also invites today the holders of the outstanding EUR 20,000,000 8.000 per cent hybrid notes (ISIN code FI4000517594) issued on 9 February 2022 by Boreo (the "Notes") to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 11 March 2024 (the "Tender Offer Memorandum") (the "Tender Offer").

Holders of the Notes (the "Holders") are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. The Tender Offer Memorandum is available from the dealer manager.

Pursuant to the Tender Offer, Boreo proposes to accept for purchase any and all of the Notes. Boreo however reserves the right, in its sole discretion, to decide on the acceptance for purchase of the Notes, including not to accept any purchase of the Notes. Whether Boreo will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to completion of the issue of the New Capital Securities (the "New Issue Condition").

The purchase price of the Notes is EUR 20,200 per EUR 20,000 in nominal amount of the Notes (equalling to 101.00 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 and delivered and accepted for purchase.

The issuance of New Capital Securities may take place in the near future, subject to market conditions.

The Tender Offer period begins on 11 March 2024 and expires at 4:00 p.m. Finnish time on 15 March 2024, unless extended, re-opened or terminated as provided in the Tender Offer Memorandum.

Holders wishing to subscribe for New Capital Securities must make a separate application to subscribe for such New Capital Securities to the lead manager of the issue of the New Capital Securities. When considering allocations of the New Capital Securities, the Company intends to give priority to those investors who have validly tendered Notes prior to the pricing of the New Capital Securities. Such priority may be given for an aggregate nominal amount of the New Capital Securities (such amount, a “New Issue Allocation”) up to the aggregate nominal amount of Notes subject to a Holder’s valid Tender Instruction where an allocation of the New Capital Securities is also requested (such Tender Instruction, a “Tender and New Issue Allocation Instruction”), subject to the acceptance for purchase by the Company of the Notes so tendered. If the issuance of New Capital Securities is priced prior to the end of the Tender Period, valid tenders received prior to the pricing of the New Capital Securities or indication of firm intention to the Issuer or the Dealer Manager to tender the Notes and subscribe for New Capital Securities will be considered for priority in allocation of the New Capital Securities.

Capital securities are instruments that are subordinated to the Company’s other debt obligations and that are treated as equity in Boreo’s IFRS financial statements. The capital securities do not confer to their holders the rights of shareholders and do not dilute the holdings of the current shareholders.

OP Corporate Bank plc (“OP”) acts as the lead manager for the issue of the New Capital Securities. OP also acts as dealer manager and as tender agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from OP Corporate Bank plc, email: liabilitymanagement@op.fi / tel. +358 50 599 1281.

Additional information:

Kari Nerg

CEO

tel +358 44 341 8514

Distribution:

NASDAQ Helsinki Ltd

Principal media

www.boreo.com

Boreo in brief:

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

Boreo's primary objective is sustainable long-term profit generation. This is achieved with a business model that is based on the acquisition and ownership of great entrepreneurial companies with ability to generate sustainable long-term earnings growth and strong cash flows. The profits generated by the portfolio of companies are re-invested back to operations or to acquisitions with attractive expected returns on capital. The decentralized operating structure promoting culture of ownership and release of entrepreneurial energy is a core pillar of the firm’s business concept and sustainable earnings growth is ensured through the support and coaching of companies and the personnel.

The Group's net sales in 2023 were EUR 161 million and it employs over 300 people in seven countries. The company’s headquarter is in Vantaa.

Important Information

The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. Persons into whose possession this release and/or the Tender Offer Memorandum may come are required to inform themselves about and comply with such restrictions. Neither this release nor the Tender Offer Memorandum may 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, including 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. 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 its affiliate, as the case may be, on behalf of Boreo in such jurisdiction.

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 under the Securities Act). 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, 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 Boreo 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.

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 authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Neither this release nor the Tender Offer Memorandum constitute an offer of securities to the public in the United Kingdom. This release and the Tender Offer Memorandum may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of their respective contents.

Nothing in this release constitutes an offer to sell or the solicitation of an offer to buy the New Capital Securities in the United States or any other jurisdiction. The New Capital Securities are not being, and will not be, offered or sold in the United States. The New Capital Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the U.S. Securities Act of 1933, as amended (the "Securities Act"). The New Capital Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act). The New Capital Securities are subject to the selling and distribution restrictions set out in the preliminary information memorandum prepared in connection with the New Capital Securities (the "Preliminary Information Memorandum") and each investor must carefully read the disclaimer as presented in the Information Memorandum and comply with the selling and distribution restrictions set out in the Information Memorandum.

MiFID II product governance / Retail clients, professional clients and eligible counterparties target market

Solely for the purposes of the product governance requirements set forth in Directive 2014/65/EU (as amended, “MiFID II”) / MiFID II, the manufacturer has made a target market assessment in respect of the New Capital Securities, and has led to the conclusion that the target group for the New Capital Securities is:

Type of client: Clients that are eligible counterparties, professional clients and retail clients, each as defined in MiFID II.

Knowledge and experience: Clients that are (i) informed investors, having one or more of the following characteristics: (a) average knowledge of the relevant financial products (an informed investor can make an informed investment decision based on the offering documentation, together with knowledge and understanding of the specific risk factors/risks highlighted with them only), or (b) some financial industry experience, or (ii) advanced investors, having one or more of the following characteristics: (x) good knowledge of the relevant financial products and transactions, or (y) financial industry experience or accompanied by professional investment advice or included in a discretionary portfolio service.

Financial situation with a focus on the ability to bear losses: Clients that have the ability bear losses of up to 100 per cent of the capital invested in the New Capital Securities.

Risk tolerance: Financial ability and willingness to put the entire capital invested at risk. Clients investing in the New Capital Securities are willing to take more risk than deposit savings and do not require a fully guaranteed income or return profile.

Investment objective: Clients whose investment objective is to generate growth of the invested capital and have a long-term investment horizon.

Furthermore, the manufacturer has made an assessment as to the negative target market and concluded that the negative target market for the New Capital Securities is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile.

The manufacturer has made an assessment as to the distribution strategy for the New Capital Securities, and has concluded that (i) all channels for distribution to eligible counterparties and professional clients are appropriate; and (ii) the following channels for distribution of the New Capital Securities to retail clients are appropriate: investment advice, portfolio management, non-advised sales and pure execution services, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the New Capital Securities (a “distributor”) should take into consideration the manufacturer’s target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Capital Securities (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.