Transformational transaction backed by Fortress and Geveran to support next phase of growth

Transaction overview:

• NOK equivalent of EUR 200 million private placement at NOK 4.70 per share, where Geveran Trading Company Ltd. (“Geveran”), a long-term shareholder of Axactor, and funds managed by affiliates of Fortress Investment Group (“Fortress”), a global investment manager with a 25+ year track record of investing in European NPL portfolios and servicing platforms, have, on a several basis, on certain terms and conditions, pre-committed to subscribe for shares and underwritten amounts totaling EUR 175 million. In addition, subject to completion of the private placement and prevailing market conditions, Axactor intends to raise up to the NOK equivalent of EUR 20 million in a subsequent offering towards eligible existing shareholders.
• Fortress will have a shareholding in Axactor of approximately 31% following, and subject to, completion of the private placement on the full deal size of EUR 200 million.
• Fortress has obtained approval under the Norwegian financial institutions act for its shareholding (a “qualified shareholding” under that act).
• Geveran will have a shareholding in Axactor of minimum 33.4% following, and subject to, completion of the private placement and any subsequent offering.
• EUR 100 million in net proceeds from a seed portfolio sale to special purpose vehicle owned by Axactor, Geveran and Fortress.
• Five-year co-investment agreement with Fortress to accelerate Axactor’s growth.
• The nomination committee plans to propose two representatives from Fortress Investment Group as new board members of Axactor.

Transaction highlights:

• Strong backing from leading, highly experienced industry investors, Fortress and Geveran, demonstrating clear commitment to Axactor’s long-term strategy and growth ambitions.
• Significantly deleveraging the business, resulting in a lower cost of funding.
• Enhancing the company’s investment capacity with flexibility for potential M&A.
• Strengthening Axactor’s underwriting capabilities and further driving capital-light revenue growth.
• Highly efficient platform with industry-leading cost-to-collect to support further growth.

Financial targets for 2027 and onwards:

• Investments of EUR 200-400 million annually.
• Average 3PC revenue growth of 10% annually.
• Annual ROE exceeding 15%.
• Focus on moderate leverage to create an optimal capital structure (2.25-2.75x net debt / cash EBITDA*).
• Minimum 50% of adj. net income, distributed through cash dividends and/or share buybacks**; targeting first shareholder distribution in June 2027.

“We’re thrilled to announce this transformational transaction as a first step towards creating the new industry leader. Geveran and Fortress are highly experienced investors in the industry with deep industry knowledge, financial capacity, each with a strong track record of building highly profitable businesses. Both this transaction and Axactor’s co-investment agreement with Fortress going forward are expected to accelerate the development of Axactor with strong long-term value creation and M&A opportunities,” says Johnny Tsolis, CEO of Axactor.

“Geveran and Fortress are two of the most respected names in the industry. The transaction and our co-investment agreement with Fortress provides significant investment capacity, superior underwriting capabilities and an extensive NPL deal sourcing network. The strong balance sheet is expected to result in a significantly lower cost of funding, increased investment capacity, and attractive collection performance, supporting substantial shareholder distribution capacity going forward,” says Terje Mjøs, Chair of the Board of Directors of Axactor.

“We are excited to announce this transaction with Geveran and Axactor. With a strengthened balance sheet, Axactor is well positioned for sustainable long-term growth. The co-investment agreement will create the basis to scale up the business, leveraging Axactor’s strong origination platform and capitalizing on its industry-leading cost-to-collect efficiency. We’re pleased to bring our disciplined underwriting approach and asset management experience – built over more than two decades of investing in non-performing loans across Europe – and believe it will be instrumental in helping Axactor generate strong risk adjusted returns for investors,” says Francesco Colasanti, Fortress Investment Group Head of Europe and Co-Head of the European NPLs.

Fortress is a leading, highly diversified global investment manager. Founded in 1998, Fortress manages USD 54 billion of assets under management as of September 30, 2025, on behalf of approximately 2,000 institutional clients and private investors worldwide across a range of credit and real estate, private equity and permanent capital investment strategies. AUM refers to assets Fortress manages, including capital that Fortress has the right to call from investors, or investors are otherwise required to contribute, pursuant to their capital commitments to various funds or managed accounts. Fortress has significant experience in acquiring and servicing of NPLs across the European market, having acquired interests in a portfolio of over EUR 74 billion gross book value of European NPLs over the last 26 years. 

Further transaction details and preliminary Q1 2026 results:

Seed portfolio sale:

• Gross sale of EUR 200 million of selected portfolios into a new structure (seed portfolio), with the following ownership shares: Axactor 50.1%, Fortress 24.95%, Geveran 24.95%, resulting in net proceeds to the company of EUR 100 million. Sale contingent on completed private placement.
• Claims included in the seed portfolio will be randomly selected per market to represent, as closely as possible, the company’s average unsecured book in Spain, Germany, Norway, and Sweden.
• The seed portfolio and the SPV holding the seed portfolio will initially be debt free.
• Axactor will retain majority ownership and will fully consolidate the seed portfolio in its financial statements.
• As of the cut-off date for the sale, 31 December 2025, the price of the seed portfolio corresponds to approximately 38% discount to the book value.
• Fortress’ pricing assumptions, if applied to the entire portfolio, would imply a negative adjustment of maximum EUR 350 million (including the seed).
• KPMG has issued a fairness opinion to the Board of Directors of Axactor ASA, stating that the transaction price is financially fair.

Co-investment agreement:

• 5-year co-investment agreement with Fortress, with target to invest EUR 200-400 million annually.
• Axactor’s co-investment share will be 75% of annual investments up to EUR 300 million and 65% of investments above EUR 300 million.
• Investments will be made through jointly owned SPVs. Axactor will at all times retain majority ownership and fully consolidate the SPVs in its financial statements.
• Fortress will provide underwriting and strategic advisory services. 

Servicing:

• Axactor remains servicer for the seed portfolio and will be appointed servicer for the portfolios purchased through the co-investment agreement, with servicing fees at market terms.
• Axactor will receive servicing revenues from the entire seed portfolio from day one, with additional revenues from the co-investment SPVs scaling over time.
• Axactor will benefit from the additional recurring 3PC revenue on top of the existing 3PC revenues.

Strengthened capital structure:

• Pro forma reduction in leverage, from 3.7x net debt / cash EBITDA, to 2.3x (post-transaction, assuming EUR 200 million equity raise and EUR 100 million net proceeds from the sale of seed portfolio) as of 31 March 2026. Leverage is expected to rise to the upper end of the 2.25x–2.75x target range at the end of 2026.
• Lower leverage supports reduced cost of funding over time, as it enables refinancing at improved terms.

Preliminary Q1 2026 results:

• Preliminary results for Q1 2026 shows gross revenue of EUR 75.1 million, total revenue of EUR 53.4 million, cash EBITDA of EUR 44.7 million and net profit of EUR 1.3 million.
• As of 31 March 2026, the company had net debt of EUR 837 million.
• Collection performance in Q1 2026 on unsecured was 89%. In accordance with IFRS, the company will start a thorough review process of the entire book that is expected to be completed by end of Q2 2026.
• The company is compliant on all covenants and expects substantial headroom to covenants going forward.

See the enclosed presentation for the full transaction overview, and the separate announcement from Axactor regarding the contemplated private placement.

Axactor will host an investor call at 10:00 CEST on 29 April 2026. A recording of the webcast will be made available after the live stream is concluded on axactor.com. Please note that you need to register before you will be provided with streaming access or phone number, access code and pin.

Webcast:

• https://events.q4inc.com/attendee/998486185

Phone:

• https://registrations.events/direct/Q4I95134928

Axactor will also host a lunch presentation for investors and analysts at Hotel Continental, Oslo, at 12:00 CEST on 29 April 2026.
Please contact Kristin.Samuelsen@dnbcarnegie.no to register your attendance.

* Leverage on consolidated basis = (net interest-bearing debt / pro-forma adjusted cash EBITDA), as defined in the bond covenants.
** Assumes new set of covenants for new bonds and revised dividend policy.

> Axactor - Investor Presentation (April 2026).pdf

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 Eilif Drageseth, Deputy CFO at Axactor ASA, on 28 April 2026 at 16:30 CEST.

IMPORTANT INFORMATION

This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the company in the United States or any other jurisdiction. The securities of the company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

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