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]

Share Buyback Programme - Netcompany Group A/S initiated a share buyback programme on 31 October 2024, with a maximum budget of DKK 250 million and up to 1,300,000 shares, aimed at adjusting the company's capital structure and fulfilling obligations related to share-based incentive programmes [1] - The programme was executed in compliance with EU Market Abuse Regulation (EU Regulation no 596/2014) and the Safe Harbour Regulation (Commission Delegated Regulation (EU) 2016/1052), and was scheduled to conclude by 24 January 2025 [2] Final Transactions - Between 23 January 2025 and 24 January 2025, Netcompany purchased 7,500 shares at an average price of DKK 33824 and 3,555 shares at an average price of DKK 33531, with total transaction values of DKK 2,536,786 and DKK 1,192,026 respectively [3] - The accumulated transactions during this period amounted to 11,055 shares, with a total value of DKK 3,728,812 [3] - Over the entire programme, Netcompany repurchased 719,967 shares, totaling DKK 249,999,576 [3] Treasury Shares - Following the final transactions and the vesting of RSUs, Netcompany holds 2,946,658 treasury shares, representing 59% of the total share capital [4] Additional Information - For further details, Netcompany provided contact information for Thomas Johansen, CFO, and Frederikke Linde, Head of IR [5]

Core Viewpoint - Netcompany Group A/S has initiated a share buyback program of up to DKK 250 million and a maximum of 1,300,000 shares to adjust its capital structure and fulfill obligations related to share-based incentive programs [1][2]. Group 1: Share Buyback Program Details - The share buyback program is compliant with EU Market Abuse Regulation and will conclude no later than 24 January 2024 [2]. - Transactions under the share buyback program will be reported weekly through Nasdaq Copenhagen [2]. Group 2: Transaction Summary - From 12 December 2024 to 18 December 2024, a total of 73,234 shares were repurchased, with an accumulated transaction value of DKK 26,843,515 during this period [5]. - Overall, under the share buyback program, Netcompany has repurchased 473,696 shares, amounting to a total transaction value of DKK 166,311,543 [5]. - Following the recent transactions and vesting of RSUs, Netcompany holds a total of 2,702,605 treasury shares, representing 5.4% of the total share capital [3].

Business Combination - The Company entered into a business combination agreement with Vast Renewables Limited on February 14, 2023, which will result in the Company becoming a wholly owned subsidiary of Vast[132]. - At the closing of the business combination, Vast will issue 350,000 Vast Ordinary Shares to Nabors Lux and 1,500,000 Vast Ordinary Shares to the Sponsor as part of the agreement[138]. - The business combination agreement includes a condition that Vast must have cash and cash equivalents of at least $50.0 million at the closing, which has been waived[138]. - The business combination agreement allows for the automatic detachment of units into shares and warrants prior to the effective time[136]. - The Company has reviewed multiple opportunities for business combinations but has not finalized any other agreements at this time[131]. - The Company will not generate any operating revenues until the completion of its initial business combination[163]. - The Company has a mandatory liquidation requirement if a business combination is not consummated by November 19, 2023[168]. Financial Agreements - The Company has entered into subscription agreements for up to $10.0 million in senior convertible notes and up to $30.0 million in Vast Ordinary Shares at $10.20 per share[143][144]. - The Sponsor has the right to receive up to 3,900,000 additional Vast Ordinary Shares based on certain price targets during the Earnout Period[140]. - Vast entered into a subscription agreement with Capital Airport Group to purchase a minimum of $5.0 million and up to $10.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share[151]. - Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share under the Nabors Backstop Agreement[155]. Financial Performance - For the three months ended September 30, 2023, Vast reported a net income of $427,403, while for the nine months ended September 30, 2023, the net loss was $(907,677)[164]. - As of September 30, 2023, Vast had approximately $82,514 of cash in its operating account and a working capital deficit of approximately $4.9 million[166]. - The Company had a net income of $790,603 for the three months ended September 30, 2022, and $577,845 for the nine months ended September 30, 2022[165]. - As of September 30, 2023, 9,850,641 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity[178]. - As of December 31, 2022, 27,600,000 shares of Class A common stock were also classified as temporary equity[178]. Operational Agreements - The Company and Vast will collaborate on solar power generation projects under a joint development and license agreement[146]. - A services agreement has been established for Nabors Corporate to provide operational and technical services to Vast[145]. - The Company will enter into a Shareholder and Registration Rights Agreement at closing, requiring Vast to file a resale registration statement within 60 days[149]. - The holders of Founder Shares and Private Placement Warrants are entitled to registration rights under a registration rights agreement[171]. Capital Management - Nabors Lux and Greens Road deposited an aggregate of $2,760,000 into the Trust Account to extend the initial business combination deadline from February 18, 2023, to May 18, 2023[174]. - An additional deposit of $886,558 was made on May 17, 2023, to extend the deadline to August 18, 2023, with unsecured promissory notes issued totaling $886,558[174]. - Monthly extensions included deposits of $295,519 made on August 16, September 14, and October 13, 2023, with corresponding unsecured promissory notes issued[174]. - The amount invested by CAG pursuant to the Canberra Subscription may not ultimately be funded in full or at all, depending on additional capital raised by Vast prior to Closing[153]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[181]. - The company is exempt from certain reporting requirements for a period of five years following its Initial Public Offering[182]. - Management does not believe that any recently issued accounting pronouncements will materially affect the financial statements[179]. - The company has made significant estimates and assumptions in preparing its financial statements, which could lead to actual results differing from those estimates[176]. - The company does not have any off-balance sheet arrangements or commitments as of September 30, 2023[180]. Underwriting and Discounts - The underwriters were entitled to an underwriting discount of approximately $5.5 million in the aggregate for the Initial Public Offering[173].