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]

Group 1 - The Annual General Meeting of Netcompany Group A/S is scheduled for Tuesday, 4 March 2025 at 15:00 CET [1] - The meeting will be held entirely electronically, with no physical attendance allowed [1] - Further details regarding the meeting, including the notice and candidate descriptions for the Board of Directors, are available online [2] Group 2 - Contact information for additional inquiries includes Thomas Johansen, CFO, and Frederikke Linde, Head of IR [3]

Core Points - Netcompany Group A/S reported transactions made by persons discharging managerial responsibilities in connection with the automatic vesting of Restricted Stock Units (RSUs) under the Long-Term Incentive Plan (LTIP) [1] Group 1: Managerial Transactions - André Rogaczewski, CEO, acquired 1,935 shares following the automatic vesting of RSUs, with a transaction date of 28 January 2025, at a price of DKK 0 [2][3] - Claus Jørgensen, COO, also participated in the acquisition of shares under the same conditions, with the same transaction details [3] - Thomas Johansen, CFO, acquired 1,075 shares following the automatic vesting of RSUs, with a transaction date of 28 January 2025, at a price of DKK 0 [4]

Core Insights - The company achieved a revenue growth of 7.6% (constant 7.4%) and an adjusted EBITDA margin of 16.8% (constant 16.9%) in 2024, despite high macro and geopolitical uncertainty [3][8] - There was a significant improvement of over 53% in earnings compared to the previous year, attributed to substantial investments in operations and business development [4] - The company welcomed over 1,700 new employees in 2024, bringing the total workforce to more than 8,250 [5] Financial Performance - For the full year 2024, revenue reached DKK 6,540.6 million, with adjusted EBITDA at DKK 1,097.9 million, up from DKK 901.2 million in 2023 [8] - The adjusted EBITDA margin improved to 16.8% in 2024 from 14.8% in 2023 [8] - Free cash flow for 2024 was DKK 821.1 million, an increase from DKK 552.1 million in 2023, with a cash conversion ratio rising to 147.1% from 135.1% [8] Future Outlook - The company expects revenue growth of 5% to 10% in 2025, with an adjusted EBITDA margin forecasted between 16% and 19% [6] - The mid-term adjusted EBITDA margin target remains at 20%, but the timeline for achieving DKK 8.5 billion in revenue has been deferred to 2027 [6] - A total cash redistribution of at least DKK 2 billion to shareholders is planned by 2026, although no new share buyback program will be initiated at this time [6]