H100

Following completion, H100 is expected to hold approximately 3,500 bitcoin, placing the Company among the leading publicly listed bitcoin treasury companies in Europe with the scale to compete internationally.

Highlights

• Share-for-share transaction on a bitcoin-for-bitcoin principle. No cash consideration, preserving existing shareholders’ proportionate exposure to bitcoin.
• Upon completion, the Company's existing debt obligations will be supported by a bitcoin base more than three times its current size, reducing balance sheet leverage, expanding the pool of unencumbered collateral available for future financing.
• Indicative ownership of approximately 30 percent for existing H100 shareholders and approximately 70 percent for the shareholders of the Target Companies, based on current bitcoin holdings.
• The final number of consideration shares to be issued to the sellers will be determined based on the sellers' proportionate share of the aggregate number of bitcoin held by H100 and the Target Companies on 31 July 2026, on a bitcoin-for-bitcoin basis, with other assets and liabilities not taken into account. The subscription price per consideration share will equal the value of the Company's bitcoin holdings, converted into Swedish kronor at the prevailing Coinbase BTC/SEK spot rate on 31 July 2026, divided by the Company's 338,396,692 shares in issue.
• The principal seller, Geir Harald Hansen, will, for a period of 12 months from the closing of the transaction, undertake a lock-up obligation in respect of the consideration shares, subject to certain exemptions, supporting an orderly market in the Company’s shares following completion.
• Brings together complementary strengths: H100’s capital markets platform and the Target Companies’ investment and technology capabilities, enabling products and commercial opportunities that neither group could build alone.
• H100 remains the listed parent company of the group; its existing operations, including the health technology business, continue unchanged.

Taken together, the transaction more than triples H100’s bitcoin holdings on a bitcoin-for-bitcoin basis. It materially strengthens the Company’s balance sheet, expands the pool of unencumbered collateral available for future financing, and brings together complementary operating capabilities, positioning H100 among the leading listed bitcoin treasury companies in Europe.

Completion is conditional upon (i) a pre-closing reorganisation of the seller group, (ii) the general meeting in H100 authorising the board of directors of the Company to issue the consideration shares to the sellers of the Target Companies, (iii) the principal seller obtaining any required exemption from the mandatory offer obligation under applicable takeover rules, (iv) the absence of certain events or circumstances resulting in a material negative effect during the period between signing of the SPA and completion of the transaction and (v) customary closing conditions.

The issuance of the consideration shares to the sellers of the Target Companies is intended to be resolved by the board of directors of H100 based on an issue authorisation adopted at the annual general meeting. Closing is expected to occur in August 2026.

For further information regarding background, structure and strategic rationale of the transaction, please refer to the Company’s press release dated 23 March 2026 (H100 signs LOI for strategic acquisition to increase its bitcoin holdings to 3,500 bitcoin), available at www.h100.group.