PRESS RELEASE Bloomberg (THEON:NA) / Reuters (THEON.AS) 24 February 2026 – Theon International Plc (THEON) (ISIN: CY0200751713) entered on 21st January 2026, into a Liquidity Contract with Kepler Cheuvreux (the "Liquidity Agreement"). Under the Liquidity Agreement, an initial amount of €1 million and 33,000 Shares were made available to Kepler Cheuvreux, to enhance the liquidity of the Shares in THEON on the regulated market of Euronext Amsterdam. On February 18, 2026, Parties have agreed that THEON will m ...

Group 1 - Theon International Plc (THEON) appointed Kepler Cheuvreux as its liquidity agent for shares traded on Euronext Amsterdam, with a liquidity agreement involving €1 million in cash and 33,000 shares [2][3] - The Liquidity Agreement will be effective from 26 January 2026 for an initial term of one year, automatically renewing for successive twelve-month terms [3] - The execution of the Liquidity Agreement can be terminated by THEON at any time without notice, or by Kepler Cheuvreux with 60 days' notice [3] Group 2 - THEON GROUP develops and manufactures advanced night vision and thermal imaging systems for defense and security applications, with a global presence [5] - Established in 1997 in Greece, THEON GROUP has subsidiaries and production facilities in multiple countries, including the United States, Germany, and South Korea [5] - The company has over 250,000 systems in service with armed and special forces in 72 countries, including 26 NATO member countries [5]

Core Insights - Team Wendy Ceradyne and Theon International have formed a strategic partnership to develop an Integrated Multi-Threat Headborne System (IMHS) prototype aimed at enhancing soldier protection and situational awareness under a U.S. Army-funded initiative [2][3][4] Company Overview - Team Wendy Ceradyne specializes in advanced combat helmets for the U.S. Department of Defense and is focused on preventing traumatic brain injury (TBI) [9][10] - Theon International Plc is a global leader in electro-optical systems, including night vision and augmented reality technologies, with a significant presence in the defense sector [7][5] Project Details - The IMHS will integrate Team Wendy Ceradyne's ballistic protection technologies with Theon's electronic systems, creating a modular head-borne architecture that supports mission-critical technologies [4][5] - The project is conducted under a shared-cost model between the U.S. government and industry partners, emphasizing collaboration in advancing soldier protection [4][6] Future Evaluation - The IMHS prototype will be evaluated by the DEVCOM Soldier Center in the fourth quarter of FY26 during a Soldier Touchpoint to assess performance and gather user feedback for future design phases [6]

Company Overview - Theon International PLC develops and manufactures advanced night vision and thermal imaging systems for defense and security applications, with a global presence [21] - The company began operations in 1997 in Greece and has since established a significant international footprint, including subsidiaries and production facilities in various countries [21] - Theon International PLC has over 240,000 systems in service with armed and special forces across 71 countries, including 26 NATO member countries [21] - The company has been listed on Euronext Amsterdam since February 2024 [21] Offering Details - Theon International PLC announced the conclusion of a rump placement as part of its issuance of 8,624,645 new ordinary shares [4][5] - During the subscription period, 8,522,058 new shares were subscribed, and all remaining 102,587 rump shares were sold in the placement [5][8] - The rump shares were placed at a price of €29.20 per share, with proceeds going to the company [5] - The entire amount of 8,624,645 new shares offered has been subscribed for by investors [5][8] - The issuance and listing of the new shares are scheduled for December 18, 2025 [8]

Core Viewpoint - Theon International PLC successfully concluded a Rights Issue, with approximately 99% of the offered new shares subscribed, raising around €148 million [4][9]. Group 1: Rights Issue Details - The subscription period for the Rights Issue ran from December 2 to December 15, 2025, during which 68,176,464 Rights were exercised for 8,522,058 New Shares [4]. - The majority shareholders, Venetus Limited and CHRE Investments Limited, committed approximately €107 million to the New Shares, exercising their pro-rata entitlement [5]. - A total of 102,587 New Shares, representing about 1% of the total offered, will be available for sale to institutional investors through a Rump Placement [6][9]. Group 2: Rump Placement and Listing - The Rump Placement will begin immediately and is expected to conclude by December 16, 2025, before market opening [7][9]. - The issuance of the New Shares is scheduled for December 18, 2025, with the listing on Euronext Amsterdam occurring at 09:00 CET on the same day [7][9]. Group 3: Underwriting and Lock-Up Agreements - The Offering is underwritten by certain investment banks, while the Committed Shares are not underwritten [8]. - The Company and the Committing Shareholders have agreed to lock-up agreements that will expire 180 days after the Closing Date, with certain exceptions [10]. Group 4: Company Overview - Theon Group develops and manufactures advanced night vision and thermal imaging systems for defense and security applications, with a global presence [24]. - Theon Group has over 240,000 systems in service with armed and special forces across 71 countries, including 26 NATO member countries [25].

Core Points - Theon International Plc is launching a rights offering to raise approximately €150 million through the issuance of 8,624,645 new ordinary shares at a subscription price of €17.40 per share, which represents a discount of 30.8% to the theoretical ex-rights price [3][4][10] - The majority shareholders, Venetus Limited and CHRE Investments Limited, have committed to subscribe for approximately €107 million of new shares, representing about 71.0% of the offering [5][6] - The proceeds from the rights offering are intended to partially finance the acquisition of a 9.8% stake in Exosens SA for €268.7 million, positioning Theon as the second-largest shareholder in Exosens [6][8][7] Offering Details - The rights offering will allow existing shareholders to receive 1 right per ordinary share held as of the record date, with 8 rights required to subscribe for 1 new share [4][9] - The subscription period will run from December 2, 2025, to December 15, 2025, with rights trading occurring from December 2 to December 11, 2025 [12][13] - Any unsubscribed shares will be offered to eligible institutional investors through private placements [15] Financial Context - The subscription price of €17.40 per share is based on a closing price of €26.10 per ordinary share, indicating a significant discount [10] - The expected net proceeds from the offering are approximately €146 million, which will be utilized for the Exosens acquisition [8] Company Background - Theon Group specializes in developing and manufacturing advanced night vision and thermal imaging systems for defense and security applications, with a global presence [34] - The company has been listed on Euronext Amsterdam since February 2024 and has over 240,000 systems in service across 71 countries, including 26 NATO member countries [34]