Slides
Page 1
Merger of equals to create a leading pan-Nordic multidisciplinary consultancy group
Page 2
2 Today’s presenters Rikard Appelgren Chair of the Board, Multiconsult Peter Rejler Chair of the Board, Rejlers Anna Jennehov CFO, Rejlers Viktor Svensson President and CEO, Rejlers Kristin O. Augestad Interim CEO, Multiconsult
Page 3
Two 10-year success stories ready for the next chapter 3Note: NOK/SEK rate of 0.993. (1) To achieve comparable revenue numbers, operating revenue for Multiconsult and Net sales for Rejlers has been applied througho ut this presentation. (2) See respective annual reports for company-specific adjusted EBITA definitions. EBITA for Multiconsult LTM Q2 2 026 includes adjustment for acquisitions in 2025 to achieve comparability. (3) Adj. EBIT used instead of adj. EBITA for Multiconsult 2017 as EBITA was not reported until 2022. Only minor acquisition -related items in 2017, and limited difference between adj. EBIT and assumed adj. EBITA. Revenue development(1) Revenue development(1) 2,465 4,895 2017 LTM Q2 2026 3,352 6,767 2017 LTM Q2 2026 SEKm SEKm 8.4% 8.6% CAGR CAGR Adjusted EBITA development(2) Adjusted EBITA development(2) 117 428 2017 LTM Q2 2026 55 367 2017 LTM Q2 2026 SEKm SEKm 25.0%16.5% CAGR CAGR Both companies have demonstrated a strong track record of profitable growth, providing a solid foundation for the combined co mpany (3)
Page 4
4Note: NOK/SEK rate of 0.993. (1) Combined revenue as of LTM Q2 2026. Multiconsult and Rejlers join forces to create a leading pan-Nordic champion ~8,000 employees SEK 12bn in revenue(1)
Page 5
A perfect match in all aspects 5 Two successful organisations are preserved and jointly developed A perfect match in culture, technical expertise, and geographies Balanced group leadership in competences and nationalities Dual stock listing in Stockholm and Oslo Stiftelsen Multiconsult and Peter Rejler committed as long- term owners
Page 6
Today’s agenda Strategic rationale The combined group Key merger parameters and indicative timetable Q&A 6
Page 7
7 Strategic rationale
Page 8
Strengthening our position as an attractive employer Forming a pan-Nordic leader in Energy & Industry The natural partner for large and transformational Nordic projects Leveraging scale to accelerate investments in employees, AI, service offering and profitable growth Unlocking enhanced potential to create long-term value Realising cost synergies of SEK ~100-120m5. 1. 2. 3. 4. 8 STRATEGIC RATIONALE
Page 9
31.6 25.8 25.6 12.3 11.0 10.8 6.3 5.3 4.7 2.1 1.9 #1 #2 #3 #4 #5 #6 Multiconsult #8 Rejlers #10 #11 Combining forces to create a top 5 pan-Nordic champion 9Source: Company reports, management estimates. Note: Average 2025 NOK/SEK rate of 0.944; DKK/SEK rate of 1.482; and EUR/SEK of 11.064. WSP financials estimated for the Nordics. 2. 3. 4. Strongly growing emerging positions in Denmark, Poland, and UAE In SEKbn, FY 2025 Energy & Industry (including defence) Water & Environment Mobility & Transportation Buildings & Properties Total revenue Strongholds 1. 5. STRATEGIC RATIONALE Multiconsult Rejlers Leading in Energy & Industry
Page 10
A competence power-house with shared culture and strengthened employer branding 10 Shared cultural base from a long history of driving multidisciplinary expertise, learning, and collaboration with a heart Improve the strong talent recruitment of both companies1. 3. 4. 2. 5. Collaboration Learning & development Technical expertise Culture STRATEGIC RATIONALE
Page 11
Significantly increasing customer value proposition 11 The combined company is well-positioned to accelerate growth through exposure to attractive end-markets and from utilising competences across countries 1. 2. 4. 3. 5. STRATEGIC RATIONALE Combining strength within the fast- growing defence industry in Norway, Sweden and Finland Opportunities to combine architecture and engineering services in the Nordics Utilise the combined competence in Norway and UAE towards oil and gas Increase exposure to arctic, coastal/harbour, maritime and geo- technical services in Sweden based on experience in Norway Expand public regulated inspection business in Norway to a broader set of customers Strengthen infrastructure capabilities in Finland and Poland with a new and close collaboration
Page 12
Solid foundation for tomorrow’s ambitions 12Note: (1) NOK/SEK rate of 0.993 for income statement financials and NOK/SEK 2026-06-30 of 0.981 for balance sheet financials. (2) Based on share prices at close of 2026-09-04, and NOK/SEK of 1.027. Solid track-records of successful acquisitions Strong combined balance sheet ~2.0x Net debt / EBITDA LTM Q2 2026 post- merger for the combined company(1) +40 Number of acquisitions by both companies the last five years Improved proposition to the equity market SEK ~7,700m In market cap of the combined company(2) 1. 2. 3. 4. 5. STRATEGIC RATIONALE Artificial intelligence Employee development Service offering Geographic diversification Broader diversification across end-markets ~8,000 Number of employees in the combined company
Page 13
A merger of equals with revenue and cost synergy potential 13 Both organisations will be preserved to a large extent - Iterio to be included in segment Sweden - Rejlers Norway to be included in segment Norway - Multiconsult Poland to be included in segment Finland and International Run-rate cost synergies estimated at SEK ~100-120m within e.g. IT, procurement, administrative functions, audit and optimisation of the office network Full cost synergy effects to be reached within ~3 years One-off costs related to integrations estimated at SEK 40m Merger driven by long-term revenue synergies – a new Nordic Energy & Industry leader being formed 1. 2. 3. 4. 5. STRATEGIC RATIONALE
Page 14
The combined group: Multiconsult Rejlers 14
Page 15
A new pan-Nordic champion 15 …with strategically important and fast-growing international operations THE COMBINED GROUP Multiconsult offices Rejlers offices Four Nordic home markets… ~400 employees Poland ~300 employees UAE ~60 employees India / UK ~3,700 employees ~2,100 employees ~1,000 employees ~100 employees
Page 16
z Multiconsult Rejlers Finland and International ArchitectureSweden • Employees: ~2,000 • Revenue: ~3.2 SEKbn • Employees: ~1,700 • Revenue: ~1.8 SEKbn • Employees: ~600 • Revenue: ~0.8 SEKbn New organisation – business as usual, while securing revenue- and cost synergies 16Note: Financials are based on 2025 FY pro-forma. - Vast majority of all consultants and architects will keep their immediate manager - The headquarter will be in Stockholm with a main office in Oslo, and group functions will be divided between them Norway • Employees: ~3,400 • Revenue: ~5.2 SEKbn Organisation based on clear country P&L with Architecture as a separate segment THE COMBINED GROUP
Page 17
Management team of the combined company 17 President and CEO Viktor Svensson Head of Digital & AI Geir Juterud CFO Anna Jennehov Head of Communication & Sustainability Malin Sparf Rydberg Head of People & Organisation Kari Nicolaisen Head of Finland & International Mikko Vaahersalo Head of Sweden Jenny Edfast Head of Architecture Kristina Jordt Adsersen - A new CFO will be recruited and based in Oslo THE COMBINED GROUP Deputy CEO and Head of Norway Kristin O. Augestad
Page 18
1,386 1,064 2,449 Multiconsult Rejlers CombinedMulticonsult Rejlers CombinedMulticonsult Rejlers Combined 428 367 795 Multiconsult Rejlers Combined Proposed targets and combined financials 18Note: NOK/SEK rate of 0.993 for income statement financials and NOK/SEK 2026-06-30 of 0.981 for balance sheet financials. EBITA for Multiconsult calculated towards gross revenue to align with the accounting principles of Rejlers. EBITA for Multiconsult includes adjustment for acquisitions in 2025 to achieve comparability. (1) Final definitions to be presented at a later stage. eRevenue In SEKm, LTM Q2 2026 Adjusted EBITA In SEKm and %, LTM Q2 2026 6,767 4,895 11,662 Multiconsult Rejlers Combined 6.2% 7.5% 6.7% Net debt and ND/EBITDA In SEKm and x, LTM Q2 2026 Target Yearly growth of 10%(1) Target EBITA of 10%(1) 2.1x 1.9x 2.0x THE COMBINED GROUP IFRS 16 IFRS 16 1.9x 1.9xExcl. IFRS 16 IFRS 16 827 747 1,574
Page 19
Stiftelsen Multiconsult and Peter Rejler remain as committed long- term owners 19Source: Holdings. Note: Stiftelsen Multiconsult and Peter Rejler have entered into an agreement whereby Stiftelsen Multiconsult acquires A-shares from Jangunnar AB. THE COMBINED GROUP Capital after merger Votes after merger Rejler family Stiftelsen Multiconsult Other Rejlers shareholders Other Multiconsult shareholders Rejler family Stiftelsen Multiconsult Other Rejlers shareholders Other Multiconsult shareholders - Multiconsult has its roots from 1908 - The company received its current name in 1974, and Stiftelsen Multiconsult was founded in parallel to secure its long-term development - Stiftelsen has been a strongly committed owner since, and has always worked to safeguard the company's culture and the influence of its workers Stiftelsen Multiconsult - Rejlers was founded in 1942 by the power engineer Gunnar Rejler, whose family has been committed owners since - Decade after decade with the Rejler family as owners, the company has assisted in meeting major technological challenges for society - Peter Rejler now serves as Chairman of the Board, and was CEO between 1999-2012 and 2014-2018 The Rejler Family 8% 11% 39% 42% 25% 12% 31% 32%
Page 20
Key merger parameters and indicative timetable 20
Page 21
Merger overview 21Note: (1) Closing price and NOK/SEK rate (1.027) per 2026-09-04. KEY MERGER PARAMETERS AND INDICATIVE TIMETABLE - The shareholders of each company will vote to decide on the merger at their respective EGMs - The Rejler family, Lauri Valkonen, members of the Board of Directors and management representing c. 18% of the share capital and c. 51% of the votes in Rejlers, have undertaken to vote in favour of the merger. In addition, Nordea Fonder, Lannebo Fonder and Carnegie Fonder representing c. 31% of the share capital and c. 19% of the votes in Rejlers are supportive of the merger - Stiftelsen Multiconsult, members of the Board of Directors, management and other large shareholders representing c. 37% of the capital and votes in Multiconsult, have undertaken to vote in favour of the merger - The exchange ratio is set to 0.9725 resulting in a 54% ownership for Multiconsult shareholders and 46% ownership for Rejlers shareholders, which is very close to the 45-day WVAP per 2 September - The exchange of shares represents a premium of 1.7% for Multiconsult and a discount of 2.0% for Rejlers compared to the last closing price (1) - Dual listing on Euronext Oslo Børs in connection to the closing of the merger - A new nomination committee, led by Arnor Jensen (Chair of Stiftelsen Multiconsult), to be appointed and in consultation with them a new Board of Directors will be put in place
Page 22
22 Indicative timetable Note: (1) Requires approval by at least two-thirds (2/3) of the votes cast and shares represented at the EGM. KEY MERGER PARAMETERS AND INDICATIVE TIMETABLE Extraordinary General Meetings(1) 19 October Closing of the merger and dual listing on Euronext Oslo Børs Late 2026 / Early 2027 Announcement of the merger 7 September
Page 23
Q&A 23
Page 24
Multiconsult Rejlers A leading pan-Nordic multidisciplinary consultancy group