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

28 Apr 2026 16:30 CEST

(Oslo, 28 April 2026) Axactor ASA (Axactor, OSE:ACR) today announces a landmark
transaction to further strengthen its leading position in the European debt
purchasing and servicing market, leveraging the balance sheet strengthening to
capitalize on the investment opportunities and to support Axactor’s 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.


For additional information, please contact:

Johnny Tsolis, CEO
Tel: +47 913 35 461
E-mail: johnny.tsolis@axactor.com

Kyrre Svae, Deputy CEO & CSO
Tel: +47 478 39 405
E-mail: kyrre.svae@axactor.com

To learn more about Axactor, visit www.axactor.com


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.

The company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. In
any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

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purposes of article 19(5) of the Financial Services and Markets Act 2000
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Although the company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
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contingencies and other important factors could cause actual events to differ
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Managers are acting exclusively for the company and no one else and will not be
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of this announcement or any of the matters referred to herein.

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of them accepts any responsibility for the contents of this announcement or any
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prospectus or similar document will be published in connection with the Private
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relied upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
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671682_Axactor - Investor Presentation (April 2026).pdf