Framery Group Plc’s offering was multiple times oversubscribed and the listing will be completed as planned

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.Framery Group Plc | Stock Exchange Release | December 01, 2025 at 12:10:00 EETThe Board of Directors of Framery Group Plc (“Framery” or the “Company”) has today on 1 December 2025 resolved together with Vaaka Partners Buyout Fund III Ky (“Vaaka”) on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 8.00 per Offer Share in the Public Share Sale and the Institutional Share Sale (as defined below), and EUR 7.20 per Offer Share in the Personnel Offering (as defined below), which together correspond to a market capitalisation of the Company of approximately EUR 633.1 million immediately following the Offering.Demand in the Offering was strong, and the Public Share Sale, Institutional Share Sale and Personnel Offering have been multiple times oversubscribed. The number of shareholders in Framery will increase to more than 10,000 after the Offering, of which approximately 280 are Framery’s employees. Trading in Framery’s shares (the “Shares”) is expected to commence on the prelist of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 2 December 2025 and on the Official List of Nasdaq Helsinki on or about 4 December 2025 (the “Listing”).Samu Hällfors, Chief Executive Officer of Framery, comments:“We are truly excited that Framery’s growth story is entering its next phase on the Nasdaq Helsinki Stock Exchange. We have aimed to build as broad an ownership base as possible, and we are delighted to welcome new shareholders to join Framery’s journey. Moreover, we are especially proud to have so many employees as new shareholders, meaning that after the offering more than half of Framery's employees are also shareholders. While we operate strongly in international markets, listing on the Nasdaq Helsinki Stock Exchange, our home market, is a particularly meaningful milestone for us. The listing marks the beginning of a new phase for us, where we will focus on executing our strategy and driving the company’s long-term international growth.”Ville Koskenvuo, Vice-chair of the Board of Directors of Framery and Partner at Vaaka Partners, comments:“We are very pleased with the strong interest shown by both Finnish and international investors in Framery. The Company is the clear market leader and pioneer in its global category, and during our ownership period we have worked closely with Framery’s management and employees to systematically strengthen the Company’s international position, operational capabilities and readiness for its next phase.Vaaka Partners welcomes all new shareholders to join Framery’s journey. We are proud of the development achieved during our ownership on the Company’s path towards a public listing, and we are confident that a broader and high-quality shareholder base will provide Framery with excellent conditions to continue its growth and to execute its strategy in a long-term and responsible manner.”Information on the OfferingIn the Offering, Framery will issue 2,508,703 new shares (the “New Shares”) (the “Share Issue”), corresponding to approximately 3.2 per cent of the Company’s outstanding Shares after the Listing. In addition, Vaaka and other existing shareholders in the Company selling Shares (together with Vaaka, the “Selling Shareholders”) will sell 22,499,489 existing Shares of the Company (26,250,717 existing shares assuming that the Over-allotment Option (as defined below) will be exercised in full) (the “Sale Shares”) (the “Share Sale” and together with the Share Issue, the “Offering”). Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares”.In the Offering 27,422,396 Offer Shares will be allocated to institutional investors in Finland and, in accordance with applicable laws, internationally, including in the United States to persons reasonably believed by the Managers (as defined below) to be qualified institutional buyers as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), pursuant to exemptions from the registration requirements of the U.S. Securities Act (the “Institutional Share Sale”), assuming that the Over-allotment Option (as defined below) will be exercised in full, and 1,250,000 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Share Sale”). In addition, 87,024 New Shares will be allocated to the Company’s and its subsidiaries’ personnel in Finland (the “Personnel Offering”). The commitments given in the Public Share Sale will be accepted in full for up to 50 Offer Shares and approximately 13.8 per cent of the subscription commitments exceeding this amount. The commitments given in the Personnel Offering will be accepted in full.Framery will receive gross proceeds of EUR 20.0 million from the Share Issue and the Selling Shareholders will receive gross proceeds of approximately EUR 210.0 million assuming that the Over-allotment Option (as defined below) will be exercised in full. The total number of Shares in the Company will increase to 79,148,831 after the New Shares offered in the Share Issue are registered in the Trade Register upheld by the Patent and Registration Office on or about 1 December 2025.The Offer Shares allocated in the Public Share Sale and the Personnel Offering will be recorded in the book-entry accounts of investors who have made an approved commitment on or about 2 December 2025. The Offer Shares allocated in the Institutional Share Sale will be ready to be delivered against payment through Euroclear Finland Oy on or about 4 December 2025.Confirmations regarding the approval of the commitments and the allocation of Offer Shares will be sent to the investors who have participated in the Public Share Sale and been allocated Offer Shares as soon as possible and at the latest on or about 9 December 2025. Nordnet’s (as defined below) own customers who have made their subscription through Nordnet will see their commitments as well as the Offer Shares allocated to them on the transaction page of Nordnet’s online service. The excess amount paid in connection with the commitment will be refunded to the party that made the commitment to the bank account identified in the commitment on or about 9 December 2025. A refund for cancellation of a commitment made at Nordnet’s subscription place by a customer of Nordnet is paid to the customer’s cash account in Nordnet. If an investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.Trading of the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 2 December 2025, and on the Official List of Nasdaq Helsinki on or about 4 December 2025. The trading code of the Shares is “FRAMERY”, and the ISIN code is FI4000595756.Vaaka, Varma Mutual Pension Insurance Company, the different funds of AlpInvest Partners B.V., Elo Mutual Pension Insurance Company and certain other Selling Shareholders have granted to the Managers (as defined below) an over-allotment option, exercisable by DNB Carnegie Investment Bank AB, Finland Branch (“DNB Carnegie”) on behalf of the Managers, to purchase a maximum of 3,751,228 additional Shares (the “Additional Shares”) at the subscription price solely to cover over-allotments in connection with the Offering (the “Over-allotment Option”). The Over-allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the prelist of Nasdaq Helsinki (i.e., on or about the period between 2 December 2025 and 1 January 2026) (the “Stabilisation Period”). The Additional Shares represent approximately 4.9 per cent of the Shares and votes prior to the Offering and approximately 4.7 per cent after the Offering.In connection with the Offering, DNB Carnegie may, but is not obligated to, engage in measures during the Stabilisation Period that stabilise, maintain or otherwise affect the price of the Shares. Any stabilisation measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as amended (the “Market Abuse Regulation”) and the Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy back programs and stabilisation measures.In connection with the Offering, the Company, Vaaka, Samu Hällfors and other Selling Shareholders have committed to a lock-up arrangement that will end 180 days after the Listing for the Company and Vaaka, 720 days after the Listing for Samu Hällfors, and 180 days after the Listing for other Selling Shareholders (excluding the members of the Board of Directors and the Executive Team of the Company as well as the Company’s employees). The members of the Board of Directors and the Executive Team of the Company as well as the employees who hold Shares in the Company, have committed to a lock-up agreement that will end on the date that falls 360 days from the Listing. According to the terms and conditions of the Personnel Offering, the personnel participating in the Personnel Offering must agree to comply with the lock-up with similar terms to that of the members of the Board of Directors and the Executive Team of the Company and the employees owning Shares, that will end on the date that falls 360 days from the Listing.DNB Carnegie Investment Bank AB, Finland Branch and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch act as the joint global coordinators and joint bookrunners (together, the “Joint Global Coordinators”) and Danske Bank A/S, Finland Branch acts as the joint bookrunner for the Offering (together with the Joint Global Coordinators, the “Managers”). In addition, Nordnet Bank AB (“Nordnet”) acts as the subscription place in the Offering. Hannes Snellman Attorneys Ltd is acting as the legal adviser to the Company. White & Case LLP is acting as the legal adviser to the Managers. Miltton Ltd is acting as communications adviser to the Company. PricewaterhouseCoopers Oy is acting as the Company’s adviser for financial reporting, IPO, tax and financial due diligence services.Further enquiriesSamu Hällfors, Chief Executive Officer, Framery Group Plc, tel. +358 50 410 5133, samu.hallfors@framery.comLauri Isotalo, Chief Financial Officer, Framery Group Plc, lauri.isotalo@framery.comFramery in BriefFramery enables people to focus on what truly matters and to get things done. With its soundproof smart pods and smart office solution, Framery turns ordinary offices into places people love. This is why Framery is an essential part of a successful workday for millions of workers in over a hundred countries and within many of the world’s leading companies.Important InformationIt may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, New Zealand, Singapore, South Africa or the United States, or any other jurisdiction in which the release, publication or distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.The issue, purchase or sale of securities in connection with the Offering is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Managers assume no responsibility in the event there is a violation by any person of such restrictions.This announcement 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 has been published, and 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 aforementioned prospectus.This announcement does not constitute an offer for sale, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any of the securities in the United States or to conduct a public offering of securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.This announcement does not constitute an offer of 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 referred to herein. In the United Kingdom, this announcement is for distribution only to and is directed only at persons who are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and (i) who have professional experience in matters relating to investments which fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person should not act or rely on this announcement or its content. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.In any Member State of the European Economic Area other than Finland this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.This announcement includes forward-looking statements, that are not historical facts. Words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “target”, “estimate”, “project”, “predict”, “forecast”, “guideline”, “should”, “aim”, “continue”, “could”, “guidance”, “may”, “potential”, “will”, as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.The timetable of the Offering may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that the Listing will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering and Listing at this stage. Making investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offering for the person concerned.The Managers are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. The Managers will not regard any other person as their client in relation to the Offering. The Managers will not be responsible to anyone other than the Company and the Selling Shareholders for providing protections afforded to their respective clients, nor for giving advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. None of the Managers nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truthfulness, accuracy or completeness of the information in this announcement or any other information relating to the Company, its subsidiaries or associated companies (or whether any information has been omitted from this announcement), whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.Information to DistributorsSolely 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 the shares are (i): 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) eligible for distribution through all distribution channels as are permitted by MiFID II. Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares 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 of any contractual, legal or regulatory selling restrictions in relation to any transaction mentioned in this announcement. 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, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.