Inin Group AS — Earnings Release 2024

Oct 1, 2024

ININ Group update on Qben Infra share exchange offer and financial forecasts for 2024

ININ Group update on Qben Infra share exchange offer and financial forecasts for 2024

1 October 2024 – In relation to Qben Infra’s share exchange offer to the shareholders in ININ Group, ININ Group announces financial forecasts for full-year 2024. ININ Group forecasts NOK 2.0 billion in revenue and NOK 190 million in adjusted EBITDA for full-year 2024, on pro-forma, fully consolidated, basis. In addition, ININ Group forecasts adjusted EBITA on pro-forma basis to be in the range of NOK 85-95 million for the full-year 2024.

Qben Infra is progressing to complete the offer to all ININ Group shareholders to acquire the shares in ININ Group with payment in shares in Qben Infra Ab, to be listed on First North Premier in Stockholm. Shareholders representing a total of 91,516,417 shares have accepted the share exchange offer from Qben Infra, directed at ININ Group’s 140 largest shareholders. The acceptance rate amounts to 77% of the share capital capital in ININ Group on a fully diluted basis. As soon as Qben Infra has completed the offer prospectus, the offer will be presented to the remaining shareholders of ININ Group. Qben Infra expects to list Qben Infra on First North Premier in Stockholm in Q4 2024.

On 30 August 2024, ININ Group provided an updated guiding in relation to its presentation of the Q2 results and its Q2/half-year financial report. ININ Group reported at that time that it had announced the intention to acquire Trasé AS (28 May 2024), Nordnes Narvik (29 May 2024) and Skyttermoen AS (27 June 2024). Including the three contemplated acquisitions, ININ Group forecasted NOK 2.0 billion in revenue and NOK 199 million in adjusted EBITDA for full-year 2024, on pro-forma, fully consolidated, basis. The acquisition of Skyttermoen AS was completed on 25 September 2024. The acquisitions of Trasé AS and Nordnes Narvik AS are expected to be completed late in Q4 2024. The planned acquisitions are subject to customary closing conditions, satisfactory due diligence, and final transaction documentation.

REVISED FULL-YEAR 2024 FORECAST

The revised financial forecast for ININ Group indicates NOK 2.0 billion in revenue and NOK 190 million in adjusted EBITDA for full-year 2024, on pro-forma, fully consolidated, basis. The slight deviation in adjusted EBITDA is mainly related to delayed project start-ups within Inspekt.

The forecast is adjusted for costs related to IT-separation and consultant costs in ININ Power. Note also that no consideration has been taken for potential costs related to the listing process or additional integration and system costs in the ININ Group companies. The forecast takes into consideration the adjusted structure following the Qben Infra transaction, where the current management agreement with ININ Capital Partners will be terminated, and in isolation this will reduce the overhead cost in ININ Group.

ININ Group’s actual outcomes for total revenue, adjusted EBITDA and adjusted EBITA may differ materially from the outcomes expressed in such forward-looking statements.

The forecasts for total revenue, adjusted EBITDA and adjusted EBITA for the 2024 financial year were prepared in accordance with accounting policies that essentially correspond with the accounting policies (IFRS) applied by ININ Group. The forecast is made on a pro forma basis, meaning that all acquisitions completed and expected to be completed during the financial year of 2024 have been included as if they were completed on 1 January 2024. The forecast specifically includes the acquisition of Skyttermoen AS, which was closed on 25 September 2024, as well as two contemplated and not yet signed acquisitions (Trasé AS and Nordnes Narvik AS), which are expected to be signed in Q4 2024.

KEY ASSUMPTIONS FOR FINANCIAL FORECAST

The forecast of the ININ Group’s total revenue, adjusted EBITDA and adjusted EBITA for the 2024 financial year, which pertains to the period from 1 January to 31 December 2024, is also based on the following assumptions broken down by those that the ININ Group is able to influence and those that are outside ININ Group’s control.

Assumptions outside the ININ Group’s control (fully or partly):

• General cost inflation of 3-5% (different assumptions for different cost categories) based on the general economic trend.

• Constant currency.

Assumptions that ININ Group can influence (fully or partly) that are important in relation to the forecast for 2024:

• An increase in revenues for the segment ININ Inspekt (Testing, Inspection & Certification), related to gained market shares as well as significantly improved margins, as a result of increased scale and personnel utilisation.

• A continued improvement of margins for the segment ININ Power, driven by improved project margins and the impact of recent cost reductions efforts in Laje.

• That ININ Group follows through with the two contemplated acquisitions, with the following contributions to the financial year 2024 to the group on a pro forma basis; Trasé AS and Nordnes Narvik AS: Expected approximately NOK 100 million in total revenues and NOK 20 million in total adjusted EBITA on a full year 2024 NGAAP basis (both to be included in ININ Rail Infrastructure platform).

The failure of these assumptions to be fulfilled, singly or in combination, may have a material adverse effect on the possibility of realising the forecast for total revenue, adjusted EBITDA and adjusted EBITA for the 2024 financial year.

PRESENTATION ATTACHED

A presentation prepared by Qben Infra to be used in meetings with analysts and potential investors is enclosed with this announcement.

For further information, please contact: Øivind Horpestad, CEO of ININ Group, Tel: +47 910 00 626.

About ININ Group

AS ININ Group is a listed investment company with investments in companies within infrastructure services niches in the Nordics. The group aims to create value by identifying investment opportunities within profitable niches with potential for development, consolidation, and growth, working in close collaboration with the platform companies to deliver sustainable growth and profitability. For more information, please visit: www.inin.no

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Fredrik Ekholm, Investment Manager, at 14:55 pm (CET) on 1 October 2024.