ACCOUNTOR FINAGO OY TO COMMENCE REDEMPTION PROCEEDINGS IN RESPECT OF THE REMAINING MINORITY SHARES IN HEEROS PLC

On 22 November 2024, Accountor Finago Oy (the “Offeror”), a Finnish private limited liability company, belonging to the Accountor Software group (“Accountor Software”), which is indirectly controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, and Heeros Plc (“Heeros” or the “Company”) announced that they had entered into a combination agreement pursuant to which the Offeror has made a voluntary recommended public cash tender offer for (i) all the issued and outstanding shares in Heeros that are not held by the Company or any of its subsidiaries (the “Shares” or, individually, a “Share”) and (ii) all the issued and outstanding option rights 1/2020 A, 1/2020 B, 1/2020 C, 2021a, 2021b, 2021c and 1/2023 in Heeros that are not held by the Company or any of its subsidiaries (the “Option Rights” or, individually, an “Option Right”) (the “Tender Offer”). The acceptance period under the Tender Offer commenced on 20 December 2024 at 9:30 a.m. (Finnish time) and expired on 17 February 2025 at 4:00 p.m. (Finnish time). The Offeror announced on 20 February 2025 that it will complete the Tender Offer, and the completion trades with respect to Shares and Option Rights validly tendered in the Tender Offer were completed on 10 March 2025 in accordance with the terms and conditions of the Tender Offer.

The Offeror has informed Heeros that it holds, as a consequence of the completion of the Tender Offer, approximately 95.96 percent of all the issued and outstanding shares and voting rights in Heeros, and that the Offeror therefore has the right under Chapter 18, Section 1 of the Finnish Companies Act to redeem the Shares of the other shareholders of Heeros at a fair price.

The Offeror has decided to exercise its redemption right pursuant to the Finnish Companies Act and to redeem the Shares held by all other remaining shareholders of Heeros. To implement the redemption of the remaining Shares, the Offeror will initiate arbitration proceedings in accordance with the Finnish Companies Act as soon as possible. In the redemption proceedings, the Offeror will demand that the redemption price for the remaining Shares is set to EUR 5.58 per Share, which corresponds to the share offer price paid by the Offeror in the Tender Offer in accordance with the terms and conditions of the Tender Offer.

The Offeror intends to cause Heeros’ shares to be delisted from First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”) as soon as reasonably practicable.

Further information regarding the redemption proceedings will be delivered to the remaining shareholders of Heeros in due course.

INVESTOR AND MEDIA ENQUIRIES

Information about the Tender Offer is made available at: https://procountor.fi/en/heeros

For further information, please contact:

Accountor Software
Mikko Soirola, CEO, tel. +358 40 703 0553, mikko.soirola@finago.com

Heeros
Niklas Lahti, CEO, tel. +358 40 774 1777, niklas.lahti@heeros.com
Juho Pakkanen, CFO, tel. +358 40 506 9898, juho.pakkanen@heeros.com
Certified Adviser: Aktia Alexander Corporate Finance Oy, tel +358 50 520 4098

Media contact in Finland:

Accountor Software
Kirsi Nystén, Senior Communications Manager, tel. +358 44 410 3587, kirsi.nysten@finago.com

Heeros
Niklas Lahti, CEO, tel. +358 40 774 1777, niklas.lahti@heeros.com

ACCOUNTOR SOFTWARE IN BRIEF

Accountor Software specialises in software for financial and HR management. It is driven by empowering Nordic businesses to thrive with innovative solutions that make work more efficient and effortless. Accountor Software is a participant of the UN’s Global Compact and adheres to its principles-based approach to responsible business. The group employs about 700 experts and its headquarters is in Espoo, Finland.

HEEROS IN BRIEF

Heeros is a pioneer in SaaS corporate software with a mission to develop software for streamlined business management. Heeros seeks to meet the needs of corporate and financial management clients by providing software suites for the digitalization of business-critical financial management, ERP and HR processes. Heeros was established in 2000.

IMPORTANT INFORMATION

THIS COMPANY RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS COMPANY RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS COMPANY RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHOULD HAVE ACCEPTED THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WERE NOT MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER WAS NOT MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT, THE SUPPLEMENT DOCUMENTS AND RELATED ACCEPTANCE FORMS WERE NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER WAS NOT MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER COULD NOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS IS INVALID.

THIS COMPANY RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORIZED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”). THE COMMUNICATION OF THIS COMPANY RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PERCENT OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED.

THIS COMPANY RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Heeros and holders of Option Rights in the United States

Securityholders in the United States are advised that the shares and option rights in Heeros are not listed on a U.S. securities exchange and that Heeros is not subject to periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer was made for the issued and outstanding shares and option rights of Heeros, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer was made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, and benefitted from exemptions available to "Tier I" cross-border tender offers, and otherwise was made in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, any financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this company release and during and after the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase shares in Heeros or any securities that are convertible into, exchangeable for or exercisable for shares in Heeros. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. securityholders of Heeros of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Heeros, which may include purchases or arrangements to purchase such securities. Any information about such purchases will be made public in Finland to the extent, and in the manner required, by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

Heeros is organized under the laws of Finland, and the Offeror is organized under the laws of Finland. Some or all of the officers and directors of the Offeror and Heeros, respectively, are residents of countries other than the United States. In addition, most of the assets of the Offeror and Heeros are located outside the United States. As a result, it may be difficult for U.S. securityholders to enforce their rights and any claim they may have arising under the U.S. federal securities laws. U.S. securityholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgement.