Summary of the Transaction

On 11 February 2026, it was announced that Vestum’s Board of Directors had decided to initiate structural changes to the business, meaning that parts of Vestum’s Flow Technology segment would be organised as a separate business. The background to the decision was that the Vestum group consists of two clearly distinct business logics: product companies focused on the UK and Nordic water infrastructure, and product and service companies focused on Nordic industry and infrastructure. These operations have different growth profiles, limited synergies and were considered to develop better as two separate groups. The Board of Directors also decided to evaluate structural alternatives for the separated business within Flow Technology.

The affected companies in the Flow Technology segment – Pump Supplies (UK), PDAS (UK), Nortech (UK), Dynamic Fluid Solutions (UK), PJT Pumping Services (UK), Cheltenham Controls (UK), Scanregn (DK), Pordrän (SE), Filtrena (SE) and Norsk Pumpeservice (NO) – have been structured into the separate company Flowa. During the last twelve months ending 31 March 2026, Flowa generated net sales of SEK 1,430 million, an adjusted EBITDA of SEK 370 million and adjusted EBITA of SEK 319 million on a pro forma basis.

During the spring of 2026, Vestum has held discussions with a number of potential buyers regarding a divestment of Flowa. Interest in Flowa has been significant, and the sale process has resulted in Vestum and Nordic Capital today entering into the Agreement, pursuant to which all shares in Flowa, including its subsidiaries, are transferred from Vestum for a consideration of SEK 6.5 billion on a cash- and debt-free basis. The Transaction, which is fully financed by Nordic Capital, is expected to be completed during the second half of 2026 and is subject to approvals from relevant authorities and other customary conditions. The Agreement contains customary representations, warranties and undertakings from Vestum in respect of Flowa.

The Board of Directors’ assessment of the Transaction and use of proceeds

The Board of Directors considers the Enterprise Value to fairly reflect Flowa’s underlying value. Through the Transaction, capital is released which the Board of Directors intends to use partly for investments in the remaining operations in order to capture attractive growth opportunities, and partly to reduce outstanding loans by SEK 1.45 billion. In addition, the Board of Directors intends to propose an extraordinary dividend to the company’s shareholders. The Board preliminarily assesses that the proposed dividend will amount to SEK 13.50 per share, which also would result in the remaining operations having a financial net debt in relation to EBITDA below the financial target of 2.5x.

Remaining operations and organisational changes

Vestum’s remaining operations consist of niche products and services for the Nordic industry and infrastructure end markets and are considered to have good opportunities to realise their growth potential (both organically and through acquisitions) and strengthen profitability. The remaining operations will carry a lower cost for central functions than the current operations. The cost savings will be evaluated and reported in coming quarters. The short- and medium-term focus is to strengthen profitability while the general market environment is expected to improve.

During the last twelve months ending 31 March 2026, the remaining operations generated net sales of SEK 2.2 billion and adjusted EBITA of approximately SEK 130 million on a pro forma basis, including estimated costs for central functions.

As previously announced, Vestum’s current CEO Simon Göthberg will leave the company to become CEO of Flowa. Vestum’s Board of Directors has therefore – effective as of today – appointed Conny Ryk as the new CEO of the company. Going forward, Vestum’s group management will consist of Conny Ryk (CEO) and Olof Andersson (CFO).

As Conny Ryk has been appointed CEO of Vestum, he is stepping down from his role as Chairman of the Board. The Board has appointed Caroline Atelius as the new Chairman of the Board from among its members. The Board intends shortly to convene an extraordinary general meeting to resolve on the composition of the Board, remuneration and a new company name. In connection with the completion of the Transaction, the Board also intends to convene a further extraordinary general meeting to resolve on an extraordinary dividend to the company’s shareholders.

Advisers

Danske Bank A/S, Denmark, Sverige Filial, has acted as financial adviser and Selma Legal AB has acted as legal adviser to Vestum in connection with the Transaction.