Eezy Oyj: Inside information: Eezy Plc's Board of Directors has resolved on a fully underwritten rights issue of EUR 10 million and publishes the terms and conditions of the rights issue

EEZY PLC -- INSIDE INFORMATION -- 25 MARCH 2026 AT 14:20

Inside information: Eezy Plc's Board of Directors has resolved on a fully underwritten rights issue of EUR 10 million and publishes the terms and conditions of the rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR INTO SUCH COUNTRIES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Eezy Plc (hereinafter the "Company" or "Eezy") announced on 3 March 2026 that it was planning a share issue based on the pre-emptive right of the shareholders to expedite the implementation of the Company's strategy and to strengthen its capital structure.

The Board of Directors of Eezy has today, based on the authorisation granted by the Annual General Meeting held on 25 March 2026, resolved on a rights issue of approximately EUR 10 million, in which it offers for subscription up to 100,187,260 new shares in the Company (the "New Shares") based on subscription rights granted to existing shareholders in proportion to their existing shareholdings (the "Offering"). The subscription price for each New Share is EUR 0.10. Where not all New Shares are subscribed for on the basis of Subscription Rights, the Company's shareholders and other investors have a right to subscribe for unsubscribed New Shares.

The objective of the Offering is to expedite the implementation of the Company's strategy and to strengthen the Company's capital structure. The Company seeks to finance the working capital needs related to anticipated business growth and to strengthen its balance sheet with the proceeds of the Offering. In addition, the Company is planning to pay off the penalty interest-bearing portion of its value added tax debt with the proceeds of the Offering. The Company publishes the terms and conditions of the Offering as an attachment to this release.

The Offering in brief

• In the Offering, Eezy seeks to raise approximately EUR 10 million in gross proceeds by offering for subscription up to 100,187,260 New Shares.
• The number of shares in the Company may increase as a result of the Offering from 25,046,815 existing shares to a maximum of 125,234,075 shares. Assuming that the Offering is subscribed for in full, the New Shares will represent approximately 80 per cent of all shares in the Company following the completion of the Offering.
• Eezy's shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland on the record date of the Offering, 27 March 2026 (the "Record Date"), will receive one (1) book-entry subscription right (the "Subscription Right") for each share in the Company held on the Record Date.
• Each one (1) Subscription Right entitles the holder to subscribe for four (4) New Shares at the Subscription Price.
• The subscription price for each New Share is EUR 0.10 (the "Subscription Price"). The Subscription Price will be recorded in the Company's reserve for invested unrestricted equity.
• The first trading day of the Company's shares without Subscription Rights is 26 March 2026.
• The Subscription Price represents a customary discount of approximately 44 per cent for rights issues to the theoretical ex-rights price of the share based on the closing price of the Company's share on the trading day immediately preceding the resolution on the Offering (24 March 2026) on Nasdaq Helsinki Ltd ("Helsinki Stock Exchange").
• The subscription period commences on 1 April 2026 at 9:30 Finnish time and expires on 16 April 2026 at 16:00 Finnish time (the "Subscription Period"). The Board of Directors is entitled to extend the Subscription Period.
• The Subscription Rights are expected to be traded on the Helsinki Stock Exchange between 1 April 2026 at 10:00 and 10 April 2026 at 18:30.
• The Company will publish a stock exchange release on or about 17 April 2026 (unless the Subscription Period is extended) stating the preliminary result of the Offering. The final result of the Offering and the total number of New Shares subscribed for will be disclosed on or about 21 April 2026.
• New Shares subscribed for on the basis of Subscription Rights will be registered on the investor's book-entry account as interim shares representing the New Shares (the "Interim Shares") after the subscription has been made and paid. The Interim Shares are freely transferable, and trading in the Interim Shares on the Helsinki Stock Exchange as a separate share class is expected to commence on or about 2 April 2026 and to end on or about 22 April 2026.
• New Shares subscribed for without Subscription Rights will be registered on the subscriber's book-entry account as shares on or about 23 April 2026.
• Trading in the New Shares on the Helsinki Stock Exchange is expected to commence on or about 23 April 2026.
• Sentica Buyout V Ky, Sentica Buyout V Co-Investment Ky, Meissa-Capital Oy, SVP-Invest Oy and Paul Savolainen have, subject to certain customary conditions, irrevocably undertaken to subscribe for New Shares offered in the Offering in an amount corresponding to approximately EUR 4.9 million in aggregate and 49.03 per cent of the New Shares (the "Subscription Commitments").
• In addition, Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky have committed to, in proportion to their shareholdings, subscribe for any New Shares not otherwise subscribed and paid for pursuant to the Subscription Rights or in the secondary subscription (together the "Underwriting Commitments" and each an "Underwriting Commitment").
• Nordea Bank Abp is acting as the sole global coordinator in the Offering (the "Sole Global Coordinator").
• The terms and conditions of the Offering are attached to this release.

Background to the Offering

The objective of the Offering is to expedite the implementation of the Company's strategy to help enable the financial objectives set out in the strategy being achieved. The Company seeks to finance the working capital needs related to anticipated business growth and to strengthen its balance sheet with the proceeds of the Offering. In addition, the Company is planning to pay off the penalty interest-bearing portion of its value added tax debt with the proceeds of the Offering. The amount planned to be paid is at most approximately EUR 5.0 million.

Subscription and Underwriting Commitments

Sentica Buyout V Ky, Sentica Buyout V Co-Investment Ky, Meissa-Capital Oy, SVP-Invest Oy and Paul Savolainen, who (either themselves or through their controlled entities) together represent approximately 49.03 per cent of all shares in the Company, have, subject to certain customary conditions, irrevocably undertaken to subscribe for New Shares offered in the Offering in an amount corresponding to approximately EUR 4.9 million in aggregate and 49.03 per cent of the New Shares.

In addition, Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky have committed to, in proportion to their shareholdings, subscribe for any New Shares not otherwise subscribed and paid for pursuant to the Subscription Rights or in the secondary subscription. No fee will be paid to Sentica Buyout V Ky or Sentica Buyout V Co-Investment Ky for the Subscription Commitments or the Underwriting Commitments. The Subscription Commitments and the Underwriting Commitments of Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky are, among other things, conditional upon the Finnish Financial Supervisory Authority granting Sentica Buyout V Ky and persons deemed to be acting in concert with it (together the "Applicants") a permanent exemption under the Finnish Securities Markets Act from the obligation to make a mandatory public takeover bid in respect of the remaining shares in the Company and securities issued by the Company entitling to its shares in the event that the Applicants' proportion of voting rights conferred by all shares in the Company would, as a consequence of exercising the Underwriting Commitments, exceed 30 per cent or 50 per cent. According to the Company's information, the Applicants intend to submit an application for a permanent exemption to the Finnish Financial Supervisory Authority prior to the completion of the Offering.

Preliminary timetable of the Offering

26 March 2026 First trading day without Subscription Rights

27 March 2026 Record Date of the Offering

30 March 2026 Subscription Rights registered on the shareholders' book-entry accounts in Euroclear Finland

1 April 2026 Subscription Period of the Offering commences

1 April 2026 Trading in Subscription Rights on the Helsinki Stock Exchange commences

2 April 2026 Trading in Interim Shares on the Helsinki Stock Exchange commences (estimated)

10 April 2026 Trading in Subscription Rights on the Helsinki Stock Exchange ends

16 April 2026 Subscription Period of the Offering expires and unexercised Subscription Rights lapse without value (estimated)

17 April 2026 Preliminary result of the Offering published (estimated)

21 April 2026 Final result of the Offering published (estimated)

22 April 2026 Trading in Interim Shares on the Helsinki Stock Exchange ends (estimated)

22 April 2026 New Shares issued in the Offering registered with the Trade Register and Interim Shares converted into New Shares (estimated)

23 April 2026 Trading in New Shares on the Helsinki Stock Exchange commences (estimated)

The Company will prepare an exemption document in respect of the Offering (the "Exemption Document"). The Exemption Document is not a prospectus as referred to in the Prospectus Regulation. The Exemption Document will be submitted to the Financial Supervisory Authority and published prior to the commencement of the Subscription Period on or about 27 March 2026. The Financial Supervisory Authority will not review or approve the Exemption Document.

The regulated information published by the Company under its ongoing disclosure obligations is available and can be obtained from the Company's website at https://eezy.fi/sijoittajille/. The Finnish-language prospectus dated 7 September 2020, published in connection with the listing of Eezy's shares on the Helsinki Stock Exchange, is available and can be obtained from the Company's website at https://eezy.fi/sijoittajille/.

Advisers

Nordea Bank Abp is acting as the Sole Global Coordinator in the Offering. Borenius Attorneys Ltd is acting as the legal advisor to the Company. Krogerus Attorneys Ltd is acting as the legal advisor to the Sole Global Coordinator. Burson Finland Oy is acting as the communications advisor to the Company.

Additional information:

Johan Westermarck
CEO
[e-mail]
Tel. [phone]

Distribution:

Nasdaq Helsinki
Media
www.eezy.fi

Attachment:

Terms and conditions of the Offering

About Eezy Plc

Eezy helps its clients succeed by quickly providing the best talent for changing situations nationwide. Our staffing, recruitment, light entrepreneurship, and other professional working life services offer the most versatile solutions for matching the work and workforce. In 2025, Eezy group's revenue was €139 million, and it employed 20,000 people. Eezy's shares are listed on Nasdaq Helsinki. The sustainability statement in accordance with the CSRD is disclosed as part of the financial statements. For more information see: www.eezy.fi

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan, or into such countries, or any other jurisdiction in which the distribution or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed to "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") or, in the United Kingdom, to persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024.

This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (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 together being referred to as "relevant persons"). Any securities mentioned herein are only available to, and 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 or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities. The Company will prepare an exemption document in connection with the Offering pursuant to Article 1(4) (db) of the Prospectus Regulation. The Exemption Document will be prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The Exemption Document is not a prospectus as referred to in the Prospectus Regulation, and the Financial Supervisory Authority will not review or approve it.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the pertinence, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Information for distributors

Solely for the purposes of the product governance requirements contained in: (a) Directive 2014/65/EU on markets in financial instruments ("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 Subscription Rights and the New Shares have been subject to a product approval process, which has determined that each of them: (i) is compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the "Target Market Assessment"); and (ii) is eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that the value of the Subscription Rights and the New Shares may decrease and investors may not recover all or part of their investment; the Subscription Rights and the New Shares offer no guaranteed income and no capital protection; and an investment in the Subscription Rights and the New 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 of any contractual, legal or regulatory selling restrictions in relation to the Offering.

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, or purchase, or take any other action whatsoever with respect to the Subscription Rights or the New Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Subscription Rights and the New Shares and determining appropriate distribution channels.

Nordea Bank Abp is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. Nordea Bank Abp will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.

Eezy Plc - Rights Issue 2026 - Terms and Conditions