Core Viewpoint - Netcompany Group A/S has announced a share buyback programme of up to DKK 500 million to adjust its capital structure and fulfill obligations related to share-based incentive programmes [1] Group 1: Share Buyback Programme Details - The share buyback programme will conclude no later than 30 January 2026 [2] - The programme will be executed in compliance with EU Market Abuse Regulation and related provisions [2][3] - Danske Bank A/S has been appointed as the lead manager for the share buyback programme, making independent trading decisions on behalf of Netcompany [3] Group 2: Terms and Conditions - The maximum total consideration for shares bought back is set at DKK 500 million, with a maximum of 3,700,000 shares to be repurchased [6] - The maximum number of shares that can be purchased per daily market session is limited to 25% of the average daily trading volume over the preceding 20 trading days [6] - Shares cannot be repurchased at a price exceeding the higher of the last independent transaction price or the highest independent bid on Nasdaq Copenhagen A/S [6] Group 3: Current Holdings - As of the announcement date, Netcompany holds 369,510 treasury shares, which is equivalent to 0.8% of the total share capital [4]

Core Insights - The company continues to grow and invest in its products and platforms despite uncertain market conditions, focusing on expanding its presence in various verticals [2] - There is a strong emphasis on developing digital capabilities in Europe, supported by government initiatives and the European Union's push for digital sovereignty, which aligns with the company's investment strategy [2] - The company aims to be a preferred choice for European governments and enterprises, enhancing its digital foundation for a prosperous Europe [3] Financial Performance - In Q2 2025, the company reported a revenue growth of 3.9% to DKK 1,714.9 million, while adjusted EBITDA decreased by 18% to DKK 220.7 million, resulting in an adjusted EBITDA margin of 12.9% [5] - The diluted earnings per share for Q2 2025 were DKK 1.17, with an increase in the average number of full-time employees from 7,884 in Q2 2024 to 8,333 in Q2 2025 [5] - Free cash flow was DKK 25.6 million in Q2 2025, down from DKK 148.2 million in Q2 2024, with a cash conversion ratio of 14.6% [5] Future Guidance - The company maintains its financial guidance for the year, expecting organic revenue growth between 5% and 10% and an organic adjusted EBITDA margin between 16% and 19% [4][5] - Non-organic revenue through Netcompany Banking Services is projected to be between DKK 840 million and DKK 870 million for the full year [5]

Company Overview - Netcompany has completed the acquisition of SDC, valuing SDC at DKK 1 billion, with a cash payment of DKK 1 billion to SDC's shareholders [1][5] - The newly formed entity, Netcompany Banking Services A/S, will fully integrate SDC's operations, creating a subsidiary of Netcompany [5] Industry Position - This transaction provides Netcompany with a strong foothold in the financial services sector, which is the highest spending vertical within IT services in Europe [2] - The total addressable market in Denmark, Norway, and Sweden is estimated to exceed DKK 44 billion, with an expected annual growth rate of over 10% towards 2028 [2] Financial Guidance - For 2025, Netcompany maintains its organic revenue growth expectation between 5% and 10%, with an adjusted EBITDA margin between 16% and 19% [6] - The transaction is anticipated to have a dilutive impact on EPS for the financial year 2025 but is expected to be EPS accretive from 2026 onwards, with double-digit percentage accretion by 2028 compared to 2024 [5][10] Integration and Future Plans - All SDC employees will relocate to Netcompany's headquarters in Copenhagen starting January 2026 to facilitate integration [5] - Netcompany plans to disclose expected non-organic revenue and EBITDA for 2025 in the Q2 Interim Report, along with annual synergies and integration costs in the Q3 Interim Report [7][8] Shareholder Returns - Netcompany intends to reinitiate its share buyback program in connection with the Q2 Interim Report, with leverage expected to be around 1.5x by the end of 2025 [9] - The ambition to buy back shares totaling DKK 2 billion from 2024 to the end of 2026 remains intact, with revised long-term financial aspirations to be communicated on 31 October 2025 [10]

Group 1 - Danske Bank A/S has notified Netcompany Group A/S regarding their direct and indirect holdings and voting rights in the company [1][2] - As of June 11, 2025, Danske Bank A/S controls 2,587,150 voting rights, which corresponds to 5.45% of the total voting rights in Netcompany [2]

Company announcement No. 14/2025 28 May 2025 Netcompany Group A/S ("Netcompany") hereby announces the following notification received pursuant to section 38 of the Danish Capital Markets Act from Danske Bank A/S, regarding their direct and indirect holdings and voting rights in Netcompany. On 27 May 2025 Danske Bank A/S informed Netcompany, that Danske Bank A/S on 14 March 2023 directly and indirectly via Danica Pension Livsforsikringsaktieselskab, Investeringsforeningen DI, Investeringsforeningen DI Sele ...

Core Insights - The company achieved a revenue growth of 9.1% in Q1 2025, reaching DKK 1,744.3 million, while also improving its adjusted EBITDA margin to 17.6% [2][5] - A merger with SDC is underway, forming a new entity called Netcompany Banking Services, expected to be completed around mid-year [2][3] - The company maintains its full-year financial expectations, projecting revenue growth of 5% to 10% and an adjusted EBITDA margin between 16% and 19% [3][4] Financial Performance - Adjusted EBITDA increased by 24.4% to DKK 307.3 million in Q1 2025, with a margin improvement from 15.5% in Q1 2024 to 17.6% [5] - Diluted earnings per share rose by 36.9% to DKK 2.56 [5] - Free cash flow improved significantly to DKK 67.9 million from a negative DKK 4.9 million in Q1 2024 [5] Workforce and Operational Metrics - The average workforce increased by 342 full-time equivalents (FTEs) to 8,150 FTEs in Q1 2025, compared to 7,808 FTEs in Q1 2024 [5] - The cash conversion ratio (tax normalized) was reported at 83.3% in Q1 2025 [5] - Debt leverage improved to 1.2x in Q1 2025 from 1.6x in Q1 2024 [5]

Group 1 - The Annual General Meeting on 4 March 2025 approved a decision to reduce the share capital by DKK 2,500,000 through the cancellation of 2,500,000 treasury shares [1] - Following the cancellation, Netcompany's ownership of treasury shares has fallen below 5% of the total share capital, in accordance with the Danish Capital Markets Act, section 31 [1]

Group 1 - The Annual General Meeting on 4 March 2025 approved a share capital reduction of DKK 2,500,000 by cancelling 2,500,000 treasury shares [1] - No objections were received regarding the share capital reduction, and it was registered by the Danish Business Authority on 7 April 2025 [1] - Following the cancellation, the current nominal share capital of Netcompany Group A/S is DKK 47,500,000, divided into 47,500,000 shares with a face value of DKK 1, corresponding to a total of 47,500,000 voting rights [2] Group 2 - For further inquiries, contact Thomas Johansen, CFO, or Frederikke Linde, Head of IR at Netcompany Group A/S [3]

Core Viewpoint - Netcompany Group A/S has received regulatory approvals for the merger with SDC, which aims to create a combined company fully owned by Netcompany to enhance banking services [1]. Group 1 - The merger is part of a strategic initiative to form a new entity that will focus on the future of banking services [1]. - The announcement regarding the merger was initially made on February 10, 2025, under company announcement no. 09/2025 [1]. - The closing of the merger is still subject to customary closing conditions as outlined in the previous announcement [1].

Core Viewpoint - Netcompany Group A/S has entered into an agreement to merge with SDC A/S, creating a new company that will be fully owned by Netcompany, aimed at enhancing banking solutions and services for current and future banks on SDC's platform [1][2][6] Transaction Details - The transaction values SDC at DKK 1 billion, with a cash payment of DKK 1 billion to SDC's shareholders, funded through existing credit facilities [2] - The closing of the transaction is anticipated around mid-2025, pending regulatory and customary conditions [2] Strategic Rationale - This merger provides Netcompany with a strong position in the financial services sector, which is the highest spending vertical in IT services in Europe, with a total addressable market in Denmark, Norway, and Sweden estimated at over DKK 44 billion in 2025, growing more than 10% annually until 2028 [3] - The combined product suite will include Netcompany's offerings and SDC's core banking platform, aiming to improve the banking experience through enhanced digital services and personalized solutions [4] Workforce Impact - Post-transaction, the combined workforce of Netcompany and SDC will exceed 9,200 full-time equivalents (FTEs) [5] Leadership Statements - The CEO of Netcompany expressed excitement about the transaction, highlighting its alignment with the company's strategy to expand capabilities in the financial services industry and the potential for digital innovation [6] - The Chair of SDC noted the significance of this merger in enhancing competitiveness and setting new standards in banking services [7] Company Background - SDC is a leading IT service provider in the Nordic region, specializing in IT solutions for the financial services industry [8] - Netcompany is a prominent IT services company focused on digital transformation across Europe, with a strong portfolio of innovative solutions [9] Financial Guidance - For 2025, Netcompany expects organic revenue growth between 5% and 10% and an adjusted EBITDA margin of 16% to 19% [11] - The transaction is projected to be EPS accretive from 2026 and to provide double-digit percentage EPS accretion by 2028 compared to 2024 [12]