Interim report
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Netum Group Plc Half-year report January 1 – 30 June 2025
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Netum Group Plc | Half-year report 1 January–30 June 2025 2 (25) Contents Netum Group Plc's half-year report 1 January–30 June 2025 (unaudited) ......................................... 3 April–June 2025 in brief .............................................................................................................................. 3 January–June 2025 in brief ......................................................................................................................... 3 Group key figures .......................................................................................................................................... 4 Guidance for 2025 (changed 18 August 2025) ........................................................................................... 4 CEO's statement ............................................................................................................................................ 5 Balance sheet, financing and cash flow ...................................................................................................... 8 Investments ................................................................................................................................................... 9 Research and development .......................................................................................................................... 9 Corporate transactions ................................................................................................................................. 9 Group structure .............................................................................................................................................. 9 Personnel ....................................................................................................................................................... 9 Changes in management .............................................................................................................................. 9 Corporate responsibility .............................................................................................................................. 10 Annual General Meeting 2025 .................................................................................................................... 11 Share-based incentive plans ....................................................................................................................... 12 Shares and trading in shares ...................................................................................................................... 13 Shareholders ................................................................................................................................................ 14 Near-term risks and business uncertainties .............................................................................................. 14 Strategy ........................................................................................................................................................ 15 Medium-term financial targets ................................................................................................................... 16 Events after the end of the financial period ............................................................................................... 16 Financial reporting in 2025 ......................................................................................................................... 16 Tables ............................................................................................................................................. 17 Accounting principles for the half-year report ........................................................................................... 17 Consolidated income statement ................................................................................................................ 17 Consolidated balance sheet ....................................................................................................................... 18 Consolidated statement of cash flows ...................................................................................................... 20 Consolidated statement of changes in equity ........................................................................................... 21 Commitments and contingent liabilities .................................................................................................... 22 Reconciliation of alternative performance measures ............................................................................... 23 Calculation of key figures ........................................................................................................................... 24
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Netum Group Plc | Half-year report 1 January–30 June 2025 3 (25) Netum Group Plc's half-year report 1 January–30 June 2025 (unaudited) Challenging first half of the year – adjustment of operations laid the foundation for future development Group’s revenue for April–June 2025 decreased by 9.9 % from the comparison period. Comparable EBITA was EUR 0.6 (0.9) million or 5.6 (8.0) % of revenue. The Group's revenue for January–June 2025 decreased by 6.0 % from the comparison period. Comparable EBITA was EUR 1.7 (2.3) million or 7.8 (10.1) % of revenue. Unless otherwise stated, the figures in brackets refer to the comparison period and are in the same unit as the figures for the review period. The figures for 2025 included in this half-year report are unaudited. April–June 2025 in brief • Revenue decreased by 9.9 % from the comparison period and was EUR 10.2 (11.3) million • EBITDA was EUR 0.5 (0.9) million or 4.9 (8.2) % of revenue • EBITA was EUR 0.5 (0.9) million or 4.8 (7.9) % of revenue • Comparable EBITA was EUR 0.6 (0.9) million or 5.6 (8.0) % of revenue. All costs affecting comparability, EUR 0.1 million, were restructuring costs arising from change negotiations. • Operating profit was EUR -0.3 (0.1) million or -3.4 (0.7) % of revenue • Result for the period was EUR -0.6 (-0.3) million or -5.5 (-2.6) % of revenue January–June 2025 in brief • Revenue decreased by 6.0 % from the comparison period and was EUR 21.4 (22.8) million • EBITDA was EUR 1.6 (2.4) million or 7.5 (10.5) % of revenue • EBITA was EUR 1.6 (2.3) million or 7.4 (10.2) % of revenue • Comparable EBITA was EUR 1.7 (2.3) million or 7.8 (10.1) % of revenue • Operating profit was EUR -0.1 (0.7) million or -0.4 (3.0) % of revenue • Result for the period was EUR -0.6 (-0.2) million or -2.9 (-0.8) % of revenue • Earnings per share were EUR -0.05 (-0.01) • Number of personnel at the end of the period was 386 (407)
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Netum Group Plc | Half-year report 1 January–30 June 2025 4 (25) Group key figures EUR thousand unless otherwise stated 4–6/2025 4–6/2024 Change 1–6/2025 1–6/2024 Change 1– 12/2024 Revenue 10,226 11,346 -9.9% 21,401 22,775 -6.0% 43,953 Revenue growth, per cent -9.9% 31.0% -6.0% 33.1% 18.6% Organic growth, per cent -9.9% 4.9% -6.0% 6.0% 2.8% EBITDA 503 935 -46.2% 1,607 2,388 -32.7% 4,607 EBITDA, % of revenue 4.9% 8.2% 7.5% 10.5% 10.5% Operating profit excluding goodwill amortisation (EBITA) 488 901 -45.8% 1,578 2,324 -32.1% 4,477 EBITA, % of revenue 4.8% 7.9% 7.4% 10.2% 10.2% Comparable EBITA1) 577 913 -37.2% 1,667 2,303 -27.8% 4,560 Comparable EBITA, % of revenue 5.6% 8.0% 7.8% 10.1% 10.4% Operating profit (-loss) -343 84 -507.2% -77 693 -111.2% 1,137 Operating profit (-loss), % of revenue -3.4% 0.7% -0.4% 3.0% 2.6% Result for the reporting period -562 -293 -92.2% -625 -180 -248.1% -456 Result for the reporting period, % of revenue -5.5% -2.6% -2.9% -0.8% -1.0% Earnings per share, EUR -0.05 -0.01 -0.04 Return on equity, % -5.4% -1.4% -3.6% Equity ratio, % 42.9% 40.0% 43.2% Number of employees, at the end of the period 386 407 394 Overall capacity, own personnel (FTE), at the end of the period 378 N/A 2) 379 1) Items affecting comparability are presented in the table Comparable EBITA. 2) Overall capacity, own personnel (FTE), has been reported for the first time in connection with the Financial Statements Release 2024. The value of the comparison period is not available. Guidance for 2025 (changed 18 August 2025) Netum estimates its revenue in the financial year 2025 to be in the range of EUR 37 –41 million and comparable EBITA to be 4–7% of revenue. Previous guidance: Netum estimates its revenue in the financial year 2025 to be in the range of EUR 41 –46 million and comparable EBITA to be 7–10% of revenue. The changed guidance is based on the very unclear market situation, slower than expected wins of sales and delayed project starts, which have not been able to compensate for the previously anticipated completion of a few large projects at the end of the summer. The changes in the Group apply especially to Netum Oy and Buutti Oy. Netum estimates that the demand for IT in public service will remain stable, but the fierce price competition will weaken the profitability of the projects. In the private sector, the opportunities are good if uncertainty eases, and investments pick up. The outlook remains unclear, and we will assess the necessary operational and structural changes during the autumn.
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Netum Group Plc | Half-year report 1 January–30 June 2025 5 (25) CEO's statement “The first half of the year was challenging for our business. Falling short of the sales targets for the first half of the year was reflected in both revenue and profit. Our revenue in January–June was EUR 21.4 (22.8) million and comparable EBITA was EUR 1.7 (2.3) million, or 7.8% (10.1%). The continued uncertainty in the market and the slowdown in investments have forced us to take several measures to safeguard profitability. We will monitor the adequacy of the measures and strengthen our resilience with determination. During the first half of the year, Netum Ltd carried out change negotiations, which ended on 18 June 2025. The measures implemented as a result of the negotiations will improve our cost efficiency and adapt our operations to the market situation. The personnel reductions are estimated to result in about EUR 1.9 million of permanent savings on an annual basis, but their impact will not be fully visible until 2026. EUR 0.1 million of the costs of implementing the change negotiations has been taken into account in the comparable EBITA for the second quarter, and the remaining EUR 0.2 million will be allocated to the third quarter of the year. At the same time, we have secured new customers and projects that will start in the autumn and support our future growth. During the summer, the largest tenders won were the construction and maintenance of the farm relief system for the Farmers' Social Insurance Institution of Finland (Mela) (estimated at EUR 4 million, 7 years) and expert services for the development of railway information systems for the Finnish Transport Infrastructure Agency (estimated at EUR 1.6 million, 3 + 2 years). During the first half of the year, Buutti’s business in particular clearly fell short of its targets, which had the most significant impact on our revenue and profit. Studyo’s business was in line with the targets. Despite Netum Ltd’s add-on sales and profits from new projects, we are still behind our sales target for this year. It is of primary importance for us to continue to be successful in tenders in the near future in order to compensate for the decline in our revenue and profitability caused by significant ending projects. For example, the transfer of employment services from the central government to municipalities required extensive development projects and the parallel use of systems. We played a significant role in the project, both in system development and production. Following successful deployments in the first half of the year, we will continue as the vendor in the same roles, but with a smaller volume during the rest of the year. I have met several of our customers from different sectors. The meetings have highlighted confidence in our ability to implement business-critical solutions even in an uncertain market. Our customers particularly appreciate the high level of expertise of our experts and the transparency of our solutions - these factors set us apart in the intense competition. Our people have demonstrated excellent commitment and flexibility in the midst of change. I would like to thank everyone at Netum for their high-quality work and for building our future competitiveness. I wish all the best to those who were involved in the change negotiations and believe that there is a shared understanding of the company’s situation. Competence development and the wellbeing of our personnel will continue to be the foundation of our long -term success. Our strategically important AI project is progressing as planned, and we have seen a growing demand for AI solutions that reform processes. In line with our Wise Changemaker mindset, we help
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Netum Group Plc | Half-year report 1 January–30 June 2025 6 (25) customers to leverage AI in existing systems and build new digital capabilities, strengthening our position as a responsible and long-term IT partner. Our sustainability programme and the preparation of the CSRD project are progressing according to schedule. For us, sustainability is about practical actions and transparent communication that support the sustainable growth of our customers and stakeholders. We estimate that the demand for IT services will continue at the current level, but the fierce price competition will continue to challenge sufficient margin levels. The fast-paced nature of Buutti Oy's expert services may have a faster impact for the numbers of the rest of the year than Netum Ltd's business model. The current market environment requires close monitoring and flexibility. We are prepared to take the necessary measures if the market situation changes substantially or if the start of projects deviates from the current forecast. We will continue our determined work on profitability and growth in Finland and in accordance with our strategy in the Nordic countries. I would like to express my warmest thanks to our customers, employees and other stakeholders. ” Repe Harmanen CEO
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Netum Group Plc | Half-year report 1 January–30 June 2025 7 (25) Significant events during the reporting period Netum Group Plc's new CEO Repe Harmanen started in his position on 10 January 2025. 27 March 2025 The Board of Directors of Netum Group Plc resolved to establish a share-based incentive plan for the company's management based on the authorisation granted by the Annual General Meeting of the company on 25 March 2025. The content of the share-based incentive plan is described in the section Share-based incentive plans. On 13 May 2025, the subsidiary Netum Ltd started change negotiations involving 235 people from all of the company's business units, except for the Cyber Security Services unit, the Integration Services team and the sales organisation. The negotiations adjusted the company's resources to respond to the decreasing project volume and the prolonged uncertainty of customer demand. Before the start of the negotiations, Netum estimated that any measures to be taken after the change negotiations may lead to laying off a maximum of 50 people and the termination of a maximum of 25 positions. In addition, Netum estimated that the possible permanent measures, if fully implemented, would result in annual savings of approximately EUR 1.9 million. As a result of the negotiations, 37 persons were laid off and the employment relationships of 24 persons ended. Regarding the layoffs, 15 were fixed- term and 22 were valid until further notice. On an annual basis, the personnel reductions mean permanent savings of EUR 1.9 million for the company.
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Netum Group Plc | Half-year report 1 January–30 June 2025 8 (25) Financial review 1 January–30 June 2025 Revenue and profitability April–June 2025 Revenue for April–June decreased by 9.9 % from the comparison period and was EUR 10.2 (11.3) million. EBITDA was EUR 0.5 (0.9) million or 4.9 (8.2) % of revenue, and EBITA was EUR 0.5 (0.9) million or 4.8 (7.9) % of revenue. Comparable EBITA was EUR 0.6 (0.9) million or 5.6 (8.0) % of revenue. Operating profit was EUR -0.3 (0.1) million or -3.4 (0.7) % of revenue. Result for the reporting period was EUR - 0.6 (-0.3) million or -5.5 (-2.6) % of revenue. January–June 2025 Revenue for January–June decreased by 6.0 % from the comparison period and was EUR 21.4 (22.8) million. EBITDA was EUR 1.6 (2.4) million or 7.5 (10.5) % of revenue, and EBITA was EUR oli 1.6 (2.3) million or 7.4 (10.2) % of revenue. Comparable EBITA was EUR 1.7 (2.3) million or 7.8 (10.1) % of revenue. Operating profit was EUR -0.1 (0.7) million or -0.4 (3.0) % of revenue. Result for the reporting period was EUR -0.6 (-0.2) million or -2.9 (-0.8) % of revenue. Balance sheet, financing and cash flow The Group's balance sheet total on 30 June 2025 was EUR 25.6 (31.5) million. The Group's equity at the end of the reporting period was EUR 11.0 (12.6) million. Liabilities at the end of the period amounted to EUR 14.6 (18.9) million. The Group's long-term interest-bearing liabilities amounted to EUR 6.2 (7.9) million. Current interest- bearing liabilities amounted to EUR 0.8 (0.8) million. Interest-bearing liabilities consisted of bank loans. At the end of June 2025, the company's financial situation was satisfactory. The equity ratio at the end of the period was 42.9 (40.0) %. Group's cash and cash equivalents were 0.3 (0.3) million, of which cash and cash equivalents were EUR 0.1 (0.1) million and financial securities EUR 0.2 (0.2) million. In January–June 2025, cash flow from operating activities was EUR 1.3 (2.4) million and cash flow from investments EUR -1.5 (-1.9) million. Cash flow from investing activities consisted of the payment of the last additional purchase price instalment related to the acquisition of Studyo Oy. Cash flow from financing activities was EUR -1.6 (-0.7) million, and it consisted of loan repayments, dividend distribution and repurchases of own shares.
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Netum Group Plc | Half-year report 1 January–30 June 2025 9 (25) Investments No significant investments were made during January–June 2025. Research and development During January–June 2025, no research or development expenses were capitalised. Corporate transactions In March 2025, Netum paid the last additional purchase price instalment of EUR 1.5 million related to the acquisition of Studyo Oy. In June 2025, the group companies Netum Ltd and Studyo Oy signed an agreement on the transfer of the Truugo business to Studyo. Truugo is a testing and documentation platform for electronic documents. As of July 1, 2025, all Group's software products will be centralized in Studyo, whose core business is the development and sales of SaaS products. Group structure On 30 June 2025, Netum Group consisted of the parent company Netum Group Plc and its 100 per cent owned subsidiaries Netum Ltd, Studyo Oy, Buutti Oy and Buutti Consulting Ab. Buutti Consulting Ab currently has no business operations. Personnel On 30 June 2025, the Group employed 386 (407) people. Personnel expenses 1 January–30 June 2025 were EUR 15.3 (15.9) million. Changes in management Netum Group Plc's CEO Repe Harmanen started in his position on 10 January 2025. At the same time, he stepped down from his role on Netum Group's Board of Directors. Liisa Rusanen was appointed CEO of the subsidiary Studyo Oy and a member of Netum Group Plc's Management Team as of 23 April 2025. Lauri Stigell left his position in the Management Team on 23 April 2025. 19.6.2025 Netum announced that it will reduce the size and streamline the work of its Management Team. Since the beginning of July 2025, the composition of the Management Team has been seven members instead of the previous nine. Kimmo Koivisto, Director of IT and Security, and Juha -Pekka Leskinen, Director of Strategy and Partnerships, left the Management T eam as of 1 July 2025.
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Netum Group Plc | Half-year report 1 January–30 June 2025 10 (25) Corporate responsibility Netum’s goal is to support its customers’ sustainable development goals by offering digital solutions that support the environment, serve customers and employees and promote the well -being of the entire society. Social impact and responsibility One of the key objectives of our sustainability work is to make a positive contribution to society through the services provided by Netum. In spring 2025, we completed the largest information system reform in the history of the government in Finland, TE-Digi, the core purpose of which is to support the improvement of the employment rate. The modernisation of employment services will make the everyday life of thousands of employment officials and up to half a million jobseekers significantly easier, bringing smoothness, efficiency and meaningfulness from the perspective of both the individual and society. The Group’s companies support the needs of a changing society with high -quality digital solutions, be they critical infrastructure, education systems or major IT projects for private companies. Our customer satisfaction continues to be excellent. The Net Promoter Score (NPS) of our survey respondents in the first half of 2025 was +53 (on a scale of -100 to +100). Netum’s social significance is emphasised not only in its customer relationships but also in its active cooperation with educational institutions and organisations. In the challenging labour market situation in the IT sector, we consider cooperation to be extremely important for building talent paths and supporting future working life skills. During spring 2025, our company organised company visits, actively participated in student fairs and recruitment events, and made it possible for several students in the field to complete their internships and theses in a practical working environment. In addition, we recruited a total of 11 summer employees for the Group’s business functions for the summer. Through the CodeMatch recruitment service offered by Netum Buu t, many companies have also found motivated juniors skilled in programming to support their growth. For our part, we want to take responsibility for the smooth transition of future experts to working life, while supporting the well - being of society. Professional and well-being community Our significant strengths include employees with a high level of professional competence and well - being. We strive to build an everyday life in which it is good for Netum employees to work. Flexible working hours, remote work opportunities, good tools and comprehensive employee benefits are the norm at Netum. Small and large joint events organised during the spring to counter remote work and hybrid working culture have strengthened the team spirit, built professional networks and supported the well-being and coping of both individuals and the entire work community. We measure employee engagement and satisfaction regularly with the eNPS index. In January 2025, the Group -wide eNPS score was 20 (on a scale of -100 to +100). Competence development plays a critical role in both the professional growth of personnel and the preservation of competitiveness. We encourage our personnel to systematically develop their skills and seek training. All of our experts can use part of their working time to develop and deepen their professional skills. In addition, we organised several joint training packages for our personnel in the spring on topics such as artificial intelligence and IT service management. With the Group -wide AI development programme, the strengthening of AI expertise and the sharing of up-to-date information and expertise has become an increasingly deep part of Netum’s culture. During the spring, part of the Group underwent change negotiations with the aim of ensuring the companies’ sustainability and ability to operate in the coming years. In the negotiations, we aimed to have an open dialogue with the personnel and shop stewards and to minimise the impact of the stressful process on employees by offering support in the form of retraining and change security packages, for example.
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Netum Group Plc | Half-year report 1 January–30 June 2025 11 (25) Safe and responsible practices We continuously develop our operating methods to ensure safety and responsibility in everything we do. The importance of information security risk management is particularly emphasised in the challenging and ever-changing cyber environment. Early in the year, we also announced the national corporate security certificate issued to Netum, which verifies that the company is a reliable partner for the storage and processing of the authorities' classified information. In addition, our information security management system based on the ISO 27001 standard passed an external audit in June 2025 without a single significant deviation. The ISO 27001 standard, which has been Netum’s risk management tool since 2007, is an impressive demonstration of our long -term commitment to a high level of information security. Many of our customers process critical and confidential information, such as healthcare, ICT and application services as well as public services. We have also continued to develop our sustainability reporting as planned. Next spring, we will publish our first CSRD-aligned sustainability report, which will provide a comprehensive picture of how we contribute to sustainable development. However, for us, sustainability is not just about reporting – it is part of our day-to-day operations and decision-making. During the autumn, we will also revise, develop and harmonise the goals and metrics of our Group-wide sustainability programme. Annual General Meeting 2025 The Annual General Meeting of Netum Group Plc held on 25 March 2025 adopted the financial statements for 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year ending 31 December 2024. Distribution of dividend In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a dividend of EUR 0.05 per share be paid for the financial year 2024 from the company’s distributable funds. The dividend payment date was 7 April 2025. In addition, the Annual General Meeting authorized the Board, at its discretion, to resolve on the distribution of an additional dividend up to a maximum of EUR 0.03 per share of the retained earnings. The authorization is valid until 1 December 2025. Election and remuneration of the Board members The number of members of the Board of Directors remained unchanged at five (5) members. The Board members Olavi Köngäs, Marja-Liisa Permikangas, Kirsi Mettälä and Jarmo Puputti were re- elected and Matti Mujunen was elected as a new member. The members of the Board of Directors were elected for a term ending at the end of the next Annual General Meeting. The Annual General Meeting decided on the following fees to the members of the Board of Directors: EUR 2,200 per month for the Chairman of the Board (previously EUR 2,000 per month) and EUR 1,700 per month for each other member of the Board (previously EUR 1,500 per month). Board members shall be paid meeting fees for each committee meeting as follows: the Chairman of the committee EUR 600 for a meeting and the other members of the committee EUR 400 for a meeting. In addition, the members of the Board shall be paid reasonable travel expenses arising from the meetings. Election of the auditor and the auditor’s fee The General Meeting elected the audit firm Oy Tuokko Ltd as the company’s auditor for a term ending at the end of the next Annual General Meeting following the election. Audit firm Oy Tuokko Ltd has notified that Tuija Siuko, APA, will be the principal auditor. The auditor’s fees shall be paid in accordance with an invoice approved by the company.
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Netum Group Plc | Half-year report 1 January–30 June 2025 12 (25) Board authorizations The General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares in one or more instalments, either against payment or free of charge. The number of shares to be issued may am ount to a maximum of 2,000,000 shares in total. Of this amount, a maximum of 300,000 shares have been reserved for the incentive plans for the CEO and personnel. Under the authorization, both new shares and shares held by the company may be issued. The authorization will be valid until the end of the next Annual General Meeting, but no later than 31 March 2026. The authorization revokes the previous authorization granted to the Board of Directors. In addition, the General Meeting authorized the Board of Directors to decide on the repurchase of a maximum of 500,000 of the company’s own shares otherwise than in proportion to the shareholders’ holdings, in one or several instalments, using the company’s unrestricted equity. The authorization is valid until 31 March 2026 and revokes the previous unused authorizations to repurchase the company's own shares. Share-based incentive plans Netum Group Plc has two separate share-based incentive plans; Performance Share Plan for the company's management and CEO's option plan. Performance Share Plan In March 2025, the Board of Directors of Netum Group Plc resolved to establish a share -based incentive plan for the company's management based on the authorization granted by the Annual General Meeting of the company on 25 March 2025. The aim is to align the objectives of the shareholders and the management in order to increase the value of the company in the long -term, to retain the key employees at the company, and to offer them a competitive reward plan that is based on earning and accumulating the company´s shares. The new share-based incentive plan has two performance periods: the financial years 2025 –2026 and 2027–2028. The company's Board of Directors determines the performance measures and their target levels as well as the employees covered by the incentive plan at the beginning of each earning period. Within the performance periods, the achievement of targets is reviewed separately on an annual basis, and the maximum reward for the performance period is divided equally between the years of the performance period. The potential rewards will be paid after the adoption of the financial statements for each financial year, but no later than by the end of May 2026, 2027, 2028 and 2029. For the first performance period (financial years 2025–2026) a maximum amount of 184,000 Netum Group Plc’s shares can be paid as reward to the key employees. The reward criteria set for the performance period are based on the profitability of Netum Group's business. The target group for the performance period 2025–2026 includes all members of the Management Team, including the CEO, as well as other selected key employees. The target group consists of a total of 11 people. CEO's option plan In November 2024, the Board of Directors of Netum Group Plc’s decided to launch a stock option plan for the CEO based on the authorization granted by the Annual General Meeting of the Company on 27 March 2024. The purpose of the stock options is to merge the objectives of th e company's shareholders and the CEO in order to increase the value of the company, to engage the CEO to the company and to offer him a competitive remuneration system.
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Netum Group Plc | Half-year report 1 January–30 June 2025 13 (25) The maximum total number of stock options issued is 70,000 and they entitle the CEO to subscribe for a maximum total of 70,000 new shares in the company if predetermined conditions are met. Of the stock options, 10,000 are marked with the symbol 2024A, 30, 000 are marked with the symbol 2024B and 30,000 are marked with the symbol 2024C. The Board of Directors has the right to transfer options in possession of the Company, from one option scheme to another. The stock options are issued gratuitously. The subscription price of a share subscribed for with an option right 2024A, 2024B and 2024C is EUR 2.51 per share. The subscription price is based on the trade volume weighted average price of the company’s share on Nasdaq Helsinki Ltd from 4 to 31 October 2024, from which 10% has been deducted. The share subscription price will be credited to the reserve for the company’s invested unrestricted equity. As a result of the share subscriptions with option rights, the number of shares in the company may increase by a maximum of 70,000 shares, and this maximum amount corresponds to approximately 0.5 per cent of all shares and votes in the company after any share subscriptions on the date of the release. The share subscription period, for stock options 2024A, is 15 March 2026 –30 March 2028, for stock options 2024B 15 March 2027–30 March 2028, and for stock options 2024C, 15 March 2028–30 March 2028. The right of the option holder to exercise the options arises as follows: • the right to exercise the 2024A option rights arises on 15 March 2026 if the targets set by the company’s Board of Directors for the financial year 2025 are met; The target is met if the EBITA for the financial year 2025 is at least 11 per cent and the ope rational target set in January 2025 is achieved. The EBITA target weight is 70% and the operational target is 30%. • the right to exercise the 2024B option rights arises on 15 March 2027 if the targets set by the company’s Board of Directors for the financial year 2026 are met; The target is met if the EBITA for the financial year 2026 is at least 12 per cent and the ope rational target set in January 2026 is achieved. The EBITA target weight is 70% and the operational target is 30%. • the right to exercise option rights 2024C arises on 15 March 2028 if the targets set by the company’s Board of Directors for the financial year 2027 are met. The target is met if the EBITA for the financial year 2027 is at least 12 per cent and the operati onal target set in January 2027 is achieved. The EBITA target weight is 70% and the operational target is 30%. Each financial year, the company’s Board of Directors assesses the achievement of the objectives for each financial year of the strategy confirmed by the company’s Board of Directors for the strategy period 2025–2027. If, in the opinion of the Board of Directors, the objectives in question have not been met for the financial year under review, the option rights expire in this respect. Shares and trading in shares The company has one series of shares, and all shares have equal rights. On 30 June 2025, Netum Group Plc's share capital consisted of 12,786,351 (12,786,351) registered shares, and the company held 166,100 (156,216) treasury shares, which corresponded to 1.30 (1.22) % of all shares. The company's shares are traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd. During the reporting period, the highest share price was EUR 2.96 (3.08) and the lowest price EUR 1.83 (2.40). The weighted average price of the share during the review period was EUR 2.14 (2.68). The closing price on 30 June 2025 was EUR 1.89 (2.80). The market value of the share capital at the closing price of the review period was EUR 23,852,274 (35,364,378) without the treasury shares held by the company.
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Netum Group Plc | Half-year report 1 January–30 June 2025 14 (25) Treasury shares On 13 February 2025, a total of 43,514 treasury shares held by Netum Group Plc transferred to the participants of the personnel offering in accordance with the terms and conditions of the matching share plan 2022. In the matching share plan, the participant was able to earn time-based matching shares for each share subject to the share ownership requirement after the end of the approximately two-year vesting period. In May 2025, the Board of Directors decided to exercise the authorization granted by the Annual General Meeting 2025 to repurchase the company's own shares and started repurchases of maximum 100,000 own shares. The share buyback programme started on 30 May 2025 and ended on 11 August 2025. The purpose of the repurchase of the company's own shares is to use the shares as part of the company's share-based incentive plans, acquisitions or for other purposes decided by the Board of Directors. By the end of June 2025, Netum had repurchased a total of 53,398 own shares. On 30 June 2025, the company held 166,100 (156,216) treasury shares, which corresponded to 1.30 (1.22) % of all shares. Change in the number of treasury shares during the review period Treasury shares 1–6/2025 Treasury shares at the beginning of the period 156,216 Repurchase of own shares 53,398 Transfers of treasury shares -43,514 Treasury shares at the end of the period 166,100 Shareholders On 30 June 2025, Netum Group Plc had 2,782 (3,023) shareholders. The number of nominee registered shares was 24,062 (49,822), representing 0.2 (0.4) % of the total number of shares. At the end of June 2025, the members of the Board of Directors, CEO and their related parties held a total of 3,657,502 (3,601,741) shares, i.e. 28.6 (28.2) % of the company's share capital. Netum Group did not receive any flagging notifications during January–June 2025. A list of the company's largest shareholders as well as management ownership and transactions are av ailable on the company's website at netum.fi/en/investors/shareholders. Near-term risks and business uncertainties Netum's key operational risks are related to customer acquisition, cost control, success in tenders and project deliveries, and responding to technological changes such as the development of artificial intelligence. The risks related to information security, considering the company's business operations, are also subject to continuous monitoring. To ensure information security in operations and to manage information security risks, the company has an ISO 27001 certified Information Security Management System. All Group companies are instructed to comply with the principles of the system. The company has hedged against the risks of damage by assessing from the point of view of risk management its business assets, processes and the responsibilities resulting from the delivery of the company's services. Insurances are intended to cover all risks that make sense for financial or other reasons to be covered by insurance. The risks of external financing are hedged by interest rate hedging.
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Netum Group Plc | Half-year report 1 January–30 June 2025 15 (25) There are no litigations pending, and there are no other legal risks relating to the company’s operations known to the Board of Directors that would have a significant impact on the company's operating result. The increased geopolitical uncertainty causes strong effects on the global economy, on the general cost level and on the companies’ willingness to invest. Netum Group Plc's Board of Directors assesses the risks regularly as part of the strategy and business planning process. Strategy The strategy supports Netum’s goal of profitable growth and leads the company towards its vision of being the most trusted partner and preferred work community in the industry in responsible and secure digital transformation. We aim for profitable growth in the IT service and product market, both organically and through acquisitions. Our growth strategy: • we seek further growth from public service efficiency improvement projects and corporate • customers • we expand and develop our service offering to both existing and new customers, especially • those in the social welfare and healthcare, security and industrial sectors • we invest in utilising AI in our services • we expand our business to the Nordic countries In developing our service offering, we are investing heavily in the use of artificial intelligence in the services we offer our customers. We recognise the potential of AI to create significant added value for our customers, improve our operational efficiency and support sustainable growth. The deeper integration of AI into our business operations is therefore a central part of our strategy and will be an essential part of our culture in the future. Our sustainable operating methods are also reflected in our strategy. The main themes of our sustainability programme cover services, the work community, the environment, and business operations. We want to act as a pioneer in sustainable digitalisation and offer new kinds of solutions that benefit us all: the environment, our customers, our personnel, our business, and the surrounding society. During the strategy period 2025–2027, we will start building the Group’s international business. Our goal is to expand our business to the Nordic countries. Cornerstones of our strategy: • maintaining a high level of customer confidence and satisfaction • a top work community that attracts competent experts • systematic development of competence and effective recruitment • a flat organisational structure • a people-centric management approach that supports continuous learning and self -direction • active cooperation with our partner network and developing partnerships • strengthening our brand and renewing our brand strategy • a uniform, goal-oriented management model
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Netum Group Plc | Half-year report 1 January–30 June 2025 16 (25) Medium-term financial targets Netum's Board of Directors has set the following medium-term financial targets: • Growth: Our goal is to grow organically by 30 per cent in the strategy period 2025 –2027. In addition, we will strengthen our expertise and service offering through acquisitions. • Profitability: Our goal is to achieve profitable growth and an annual operating profit of at least 12 per cent (EBITA). • Dividend policy: Our dividend policy takes into account the investment and financing needs required to achieve our financial objectives. The company intends to distribute approximately 40 per cent of its annual operating profit before goodwill amortisation (EBITA) if its financial standing allows it. Events after the end of the financial period On 18 August 2025, Netum issued a negative profit warning and lowered its guidance for 2025. Financial reporting in 2025 In 2025, Netum Group Plc will publish the following financial reports: • business review for January–September 2025 on Tuesday 4 November 2025
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Netum Group Plc | Half-year report 1 January–30 June 2025 17 (25) Tables Accounting principles for the half-year report This half-year report has been prepared in accordance with Finnish Accounting Standards (FAS). The figures presented are rounded from the exact figures. Due to rounding, the sum of the individual figures may differ from the amount shown. The financial figures 202 4 in this half-year report are audited. The company presents commonly used alternative performance measures to describe the economic development of its businesses and to improve comparability between different reporting periods. Alternative indicators provide significant additional information t o the company's management, investors, and other parties. The alternative key figures used by the company are EBITDA, EBITA and comparable EBITA. The calculation of the alternative indicators is presented in the section ‘Reconciliation of alternative performance measures’. The principles for calculating key figures and alternative key figures are presented in the section ‘Calculation of key figures’. Consolidated income statement EUR 1,000 1–6/2025 1–6/2024 Change 1–12/2024 Revenue 21,401 22,775 -6.0% 43,953 Other operating income 3 34 -92.5% 64 Materials and services -2,091 -2,078 0.6% -4,176 Personnel expenses -15,298 -15,932 -4.0% -30,391 Depreciation and amortisation -1,685 -1,695 -0.6% -3,470 Other operating expenses -2,407 -2,411 -0.2% -4,843 Operating profit/loss -77 693 -111.2% 1,137 Financing income and expenses -204 -468 -56.4% -819 Profit/loss before tax -282 225 -225.4% 318 Income tax expenses -344 -404 -15.0% -774 Profit/loss for the period -625 -180 -248.1% -456
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Netum Group Plc | Half-year report 1 January–30 June 2025 18 (25) Consolidated balance sheet EUR 1,000 30 Jun 2025 30 Jun 2024 31 Dec 2024 Assets Non-current assets Intangible assets Development expenses 26 83 41 Intangible rights Goodwill 147 238 193 Consolidated goodwill 18,761 21,610 20,346 Total intangible assets 18,934 21,931 20,580 Tangible assets Machinery and equipment 28 38 32 Other tangible assets 31 51 40 Total tangible assets 60 88 72 Investments Participating interests 537 Other shares and investments 155 25 155 Total investments 155 562 155 Total non-current assets 19,149 22,581 20,808 Current assets Receivables Long-term receivables Receivables from participating interests 52 Loan receivables 37 33 Other receivables 133 78 131 Total long-term receivables 133 167 164 Short-term receivables Account receivables 4,974 7,053 4,845 Receivables from participating interests 112 Loan receivables 27 25 Other receivables 10 26 14 Prepayments and accrued income 1,013 1,283 679 Total short-term receivables 6,024 8,498 5,538 Total receivables 6,157 8,665 5,703 Investments in total 193 201 201 Cash in hand and at banks 89 84 1,873 Total current assets 6,439 8,950 7,776 Total assets 25,588 31,532 28,584
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Netum Group Plc | Half-year report 1 January–30 June 2025 19 (25) EUR 1,000 30 Jun 2025 30 Jun 2024 31 Dec 2024 Equity and liabilities Equity Share capital 80 80 80 Reserve for invested unrestricted equity 15,390 15,390 15,390 Retained earnings gain (loss) -3,865 -2,674 -2,674 Profit (loss) for the financial year -625 -180 -456 Total equity 10,980 12,617 12,340 Provisions Liabilities Non-current liabilities Loans from credit institutions 6,227 7,900 6,227 Prepayments 5 12 5 Other creditors Total non-current liabilities 6,232 7,912 6,232 Current liabilities Loans from credit institutions 837 837 1,673 Prepayments 717 462 627 Account payables 354 1,093 591 Amounts owed to participating interests 15 Other creditors 1,511 3,183 2,197 Accruals and deferred income 4,957 5,414 4,924 Total current liabilities 8,377 11,003 10,012 Total liabilities 14,609 18,915 16,244 Total equity and liabilities 25,588 31,532 28,584
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Netum Group Plc | Half-year report 1 January–30 June 2025 20 (25) Consolidated statement of cash flows EUR 1,000 1–6/2025 1–6/2024 1–12/2024 Cash flow from operations Profit (+) / loss (-) before appropriations -282 225 318 Adjustments (+/-) Depreciation and amortisation 1,685 1,695 3,470 Other income and expenses without payments -8 0 95 Financial income and expenses 204 468 819 Cash flow before change in working capital 1,599 2,388 4,702 Change in working capital Current receivables increase (-) / decrease (+) -289 -470 2,502 Interest-free current liabilities increase (-) / decrease (+) 576 858 -1,066 Cash flow before financial items and taxes 1,886 2,776 6,137 Interests paid -207 -211 -496 Interests received 2 1 7 Income tax paid -378 -199 -817 Cash flow from operations 1,304 2,367 4,832 Cash flow from investing activities Investments in tangible and intangible assets (-) -2 -22 -29 Investments in other shares and investments -239 Proceeds from investments 185 Investments in subsidiary shares (-) -1,524 -1,621 -1,621 Investments in participating interest shares (-) -239 Cash flow from investing activities -1,526 -1,881 -1,703 Cash flow from financing activities Repurchase of own shares (-) -97 Non-current receivables, increase (-) /decrease (+) -2 -3 -14 Non-current interest-free liabilities, increase (+) / decrease (-) -7 Withdrawals of current loans 500 Repayments of current loans (-) -1,337 -684 -1,521 Dividend paid (-) -633 Cash flow from financing activities -1,569 -687 -1,541 Change in cash, increase (+) / decrease (-) -1,792 -201 1,587 Cash at the beginning of the financial period 2,074 486 486 Cash at the end of the financial period 282 285 2,074
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Netum Group Plc | Half-year report 1 January–30 June 2025 21 (25) Consolidated statement of changes in equity EUR 1,000 1–6/2025 1–6/2024 1–12/2024 Restricted equity Share capital at beginning of the reporting period 80 80 80 Increase of share capital Total restricted equity 80 80 80 Unrestricted equity Unrestricted equity reserve at beginning of the reporting period 15,390 15,390 15,390 Increase of share capital Share issue Unrestricted equity reserve at end of the reporting period 15,390 15,390 15,390 Retained earnings (loss) at beginning of the reporting period -2,674 -1,599 -1,599 Profit (loss) for the previous financial year -456 -1,075 -1,075 Dividend paid -633 Purchases of own shares -101 Sales of own shares Retained earnings at end of the reporting period -3,865 -2,674 -2,674 Profit for the period -625 -180 -456 Total unrestricted equity 10,900 12,537 12,260 Equity total 10,980 12,617 12,340
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Netum Group Plc | Half-year report 1 January–30 June 2025 22 (25) Commitments and contingent liabilities EUR 1,000 1–6/2025 1–6/2024 1–12/2024 Lease liabilities for business premises Lease liabilities for business premises 400 707 490 Total 400 707 490 Leasing liabilities Equipment rental liabilities 1,478 1,512 1,698 Total 1,478 1,512 1,698 Business credit cards Used amount 33 35 13 Limit 232 230 200 Total 265 265 213 Credit account limit Unused limit 1,200 1,200 1,200 Total 1,200 1,200 1,200
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Netum Group Plc | Half-year report 1 January–30 June 2025 23 (25) Reconciliation of alternative performance measures EBITA and EBITDA EUR 1,000 4–6/2025 4–6/2024 1–6/2025 1–6/2024 1–12/2024 Operating profit (-loss) -343 84 -77 693 1,137 Consolidated goodwill amortisation 808 794 1,609 1,586 3,249 Goodwill amortisation 23 23 46 46 91 EBITA 488 901 1,578 2,324 4,477 Depreciation and amortisation 15 33 29 64 130 EBITDA 503 935 1,607 2,388 4,607 Comparable EBITA EUR 1,000 4–6/2025 4–6/2024 1–6/2025 1–6/2024 1–12/2024 EBITA 488 1,578 2,324 4,477 Items affecting comparability Loss of investment (Optimo Systems Oy) 95 Proceeds for equipment sales/leaseback 4 9 17 Change negotiations1) 89 89 13 13 Items affecting comparability of salaries -59 -59 Double materiality assesment 8 16 18 Items affecting comparability in operating profit total 89 12 89 -21 84 Comparable EBITA 577 913 1,667 2,303 4,560 1) This figure includes the wage costs and social security expenses of dismissed persons for the period of notice, which did not include an obligation to work. In addition, the figure takes into account legal, change security and retraining costs related to the implementation of the change negotiations.
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Netum Group Plc | Half-year report 1 January–30 June 2025 24 (25) Calculation of key figures EBITDA = Operating profit + consolidated goodwill amortisation + goodwill amortisation + depreciation and amortisation EBITA = Operating profit + consolidated goodwill amortisation + goodwill amortisation Comparable EBITA = Operating profit + consolidated goodwill amortisation + goodwill amortisation + items affecting comparability in operating profit Earnings per share = Result for the reporting period / Average number of shares outstanding during the period (average of beginning and end of period) Equity ratio, % = (Equity total + non-current capital loan + current capital loan) / Total equity and liabilities Return on equity, % = Result for the reporting period / Average equity Number of employees, at the end of the period Number of employees at the end of the review period Overall capacity, own personnel (FTE) The Overall Capacity, FTE (Full Time Equivalent) figure shows the overall capacity of the Group’s personnel, converted into a value corresponding to the number of full-time employees. The figure includes the entire personnel, regardless of their role. The figure is not affected by annual leave, overtime leave, sick leave or other short-term absences. Part-time agreements and other long-term deviations from normal working hours reduce the amount of overall capacity in comparison with the total number of employees. The capacity of acquired companies’ personnel has been considered as of the acquisition date.
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Netum Group Plc | Half-year report 1 January–30 June 2025 25 (25) In Helsinki, 19 August 2025 Netum Group Plc Board of Directors Further information: Netum Group Plc Repe Harmanen, CEO +358 40 046 7717 repe.harmanen@netum.fi Mari Ala-Sorvari Head of External Reporting and Investor Relations +358 50 494 9930 mari.ala-sorvari@netum.fi Certified advisor: Evli Plc +358 40 579 6210