Cary Group has signed an agreement to acquire 100% of UK company Charles Pugh Holdings Ltd (“Charles Pugh Holding”). The company is one of the UK’s market leaders in vehicle glass repair and replacement, along with related wholesale business. The acquisition is important in bolstering Cary Group’s position in the United Kingdom and enables synergies to be achieved together with Cary Group’s existing UK operations. Charles Pugh Holdings is also part of the same consortium as Cary Group in the UK, National Windscreens. Charles Pugh Holding’s sales for 2021 were approximately 56 MGBP and the company has around 500 employees.

“The acquisition of Charles Pugh Holdings is an important part of our strategy to improve our market position in the United Kingdom and, through synergies between Charles Pugh Holdings and our existing company in the UK, increase the profitability of our UK operations. Synergies the next 12 months are estimated to almost 2 MGBP on an annual basis. Charles Pugh Holdings wholesale operation will give us opportunities to optimise purchasing, wholesales and distribution in the UK market. Over time, we also see opportunities for further economies of scale and possibilities of sharing best practices to further increase our margins in the UK. The company, with its long history, has a well-run business and we look forward to them becoming part of the Cary Group”, saysAnders Jensen, CEO Cary Group.

The acquisition of Charles Pugh Holdings means that Cary Group’s operations now account for the majority of the National Windscreens consortium, representing approximately 80% of the consortium’s total revenue.

Founded in 1917, Charles Pugh Holdings has its head office and main wholesale facility in central UK. The company has always been family owned and has 28 workshops for vehicle glass repair and replacement, around 190 mobile units and a wholesale business where they sell vehicle glass to the majority of the UK market. Charles Pugh Holdings has around 500 employees and sales in 2021 totalled approximately 56[1] MGBP, with an adjusted EBITDA of 7,2 MGBP, corresponding to a margin of 13% and an adjusted EBITA of 5,4 MGBP corresponding to a margin of 10%.

Cary Group expects synergy effects to be achieved within the coming 12 months to almost 2 MGBP on an annual basis. Cary Group acquires Charles Pugh Holdings for a total purchase price of 65 MGBP on a debt and cash-free basis (so-called enterprise value). The acquisition corresponds to an EV / EBITDA multiple for 2021 of 9.0x excluding synergies and 7.2x including synergies.

The acquisition is financed by Cary Group's existing credit facility. Cary Group's financial target is “to have a maximum net debt in relation to an adjusted EBITDA of 2.5x. However, the quota may temporarily exceed 2.5x in connection with acquisitions”. Net debt in relation to EBITDA as of 31 December 2021, proforma including the acquisition, amounts to 3.4x. Cary Group stands on a stable financial basis and the company generates strong cash flow. The leverage will be gradually reduced during the year.

The acquisition is subject to the approval of the National Windscreens consortium. The acquisition is expected to be completed during the second quarter of 2022.

Cary Group carries out platform acquisitions (expansion into new geographic markets), add-on acquisitions (acquisition of additional businesses on an existing market) and the acquisition of individual workshops. In 2021 and 2022, Cary Group has signed agreements for the acquisition of 20 companies with a total annual revenue of approximately SEK 1.7 billion.

Webcast

Analysts, investors, and journalists are welcome to participate in a telephone conference on 31 March 2022 at 10.00 CET, where Anders Jensen, CEO, and Joakim Rasiwala, CFO, will present the transaction and answer questions. Please dial in five minutes prior to the start of the conference.

Sweden: +46 856642651 PIN: 43471180#
UK: +44 3333000804 PIN: 43471180#
US: +1 6319131422 PIN: 43471180#

Link to the webcast:https://tv.streamfabriken.com/cary-group

For more information, please contact:

Anders Jensen, CEO, Cary Group
Tel.:+46 10 121 96 12

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group
Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

[1] Charles Pugh Holdings has a broken fiscal year, the accounts as of December 2021 are unaudited.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2022-03-31 08:30 CEST.

Cary Group provides vehicle glass- and vehicle damage services that sustain the life, value and safety features of motorised vehicles. Repairing instead of replacing with new material, with social responsibility and minimal climate impact, is the foundation of sustainable car care at Cary Group. Despite its sustainable strategy, Cary Group’s services do have a climate footprint. Therefore, Cary Group has compensated for a portion of its direct emissions, and in 2021 the company went a step further to compensate all of its emissions and is thereby climate-neutral.

“Improving our customer experience while at the same time protecting our planet is a win-win. Sustainability is built into every stage of a windscreen’s journey at Cary Group. It begins with the initial interaction with the customer when a stone chip has been discovered and continues through the damage assessment and the repair or replacement process, right up to when the windscreen has been repaired or replaced, and in the latter case recycled. Cary Group now becoming climate-neutral further strengthens our sustainable offering. We want to be the sustainable choice for the repair and replacement of vehicle glass, and we are always looking for more ways of reducing our climate impact”,says Mia Ejendal, COO of Cary Group.

Being climate neutral means that Cary Group, through climate compensation projects, captures and binds the same amount of CO2 as the company produces CO2-equivalent emissions, so that the sum of the emissions is zero. Cary Group thereby compensate all emissions in the product life cycle (Scope 1, 2 and 3), which means that the company takes responsibility for emissions from its own windscreen repair and replacement services, but also compensates for the emissions that its suppliers generate. The calculation of emissions is done in accordance with the ISO 14021 standard and are verified by a third party.

Compensation takes place through various tree-planting projects, certified in accordance with Plan Vivo.

For more information, please contact:

Mia Ejendal, COO of Cary Group
Tel.: +46 736 00 33 63

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of vehicle glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

Fremtind, Norway’s third-largest insurance company, has selected Cary Group’s Norwegian vehicle glass business, Cary Bilglass, as one of its strategic partners for vehicle glass repair. Fremtind operates on the Norwegian consumer market through its two brands Sparebank 1 and DNB.

“We are very proud that Fremtind has chosen our Norwegian company Cary Bilglass to be one of their two strategic partners for insurance cases involving vehicle glass repair. One of the main reasons why Fremtind chose Cary Bilglass was the strong customer offering, which includes digital booking channels for achieving the highest possible level of customer satisfaction. The Net Promoter Score of Cary Bilglass of over 90% was also a key factor. We look forward to creating positive customer experiences together with Fremtind,”says Anders Jensen, CEO, Cary Group.

The agreement, which runs for three years, will see Fremtind transfer repair volumes to Cary Bilglass as one of its two partners. In addition to a high Net Promoter Score, a strong sustainable offering was important, which Cary Group is able to demonstrate through transparent reporting of its carbon footprint and continuous efforts to reduce its climate impact.

For more information, please contact:

Anders Jensen, CEO, Cary Group
Tel.:+46 10 121 96 12

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

Cary Group has signed an agreement to acquire 100% of Norwegian company MPS Bilskade AS, “MPS Bilskade”, which operates within both minor and major vehicle damage repair. The acquisition represents an expansion on the Norwegian market for existing customers and strengthens Cary Group’s market position in Norway.

“We are pleased to welcome MPS Bilskade to the Cary Group family. This acquisition will enable us to offer additional services, with more workshops for carrying out both minor and major auto body repair. With its large network of workshops across the whole of Norway, the complementary acquisition of MPS Bilskade gives us a strong market presence in Norway and continues the expansion of our offering to our insurance companies”,says Anders Jensen, CEO of Cary Group.

The acquisition will be a good complement to the acquisition of Quick Car Fix, which operates within SMART repair* and car care and was acquired by Cary Group earlier in the year. MPS Bilskade has strong relationships with insurance companies and other customers and provides simple, cost-effective management of the booking and carrying out of vehicle repairs for both vehicle owners and the insurance companies. The current management will continue to lead and develop MPS Bilskade under Cary Group’s ownership.

MPS Bilskade has 63 workshops, 9 of which it owns, throughout Norway. Sales from workshops of which MPS Bilskade owns, on a rolling 12-month basis, are NOK 160 million as at 31 October 2021. The company has approximately 55 employees. The acquisition is expected to be completed at the end of the fourth quarter of 2021. The company’s profitability is lower than that for Cary Group’s segment Nordics but is expected to lead to improved profitability in Norway.

Cary Group carries out platform acquisitions (expansion into new geographic markets), add-on acquisitions (acquisition of additional businesses on an existing market) and the acquisition of individual workshops. So far this year, Cary Group has signed agreements to acquire 18 companies, with a total annual revenue of almost SEK 900 million.

*SMART repair: Small Medium Area Repair Technology.

For more information, please contact:

Anders Jensen, CEO, Cary Group
Tel.:+46 10 121 96 12

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of vehicle glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visitwww.carygroup.com.

This information is information that Cary Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2021-12-23 17:37 CET.

The extraordinary general meeting was conducted without the physical presence of shareholders, representatives or third parties and the shareholder was before the meeting able to exercise their voting rights only by post in accordance with the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

The general meeting resolved, in accordance with the proposition by principle owner Cidron Legion S.à r.l. (the “Principle Owner”), to elect Juan Vargues chairman of the board of directors. Former chairman of the board of directors Magnus Lindquist remains a member of the board. The board of directors also consists of members Joakim Andreasson, Magdalena Persson, Leif Ryd and Ragnhild Wiborg. Juan Vargues will also replace Magnus Lindquist as a member of the nomination committee.

The 2021 annual general meeting resolved that remuneration shall be paid to the chairman of the board with SEK 600,000 per year, that remuneration to the other ordinary board members shall be paid with SEK 300,000 per year per board member, and that such remuneration shall be adjusted in case a board member is appointed or resigns during the period. The general meeting, in accordance with the Principal Owner’s proposal, determined that the remuneration to the board of directors for each board member and for the chairman of the board remain unchanged in relation to the resolution at the 2021 annual general meeting until the end of the next annual general meeting and that the remuneration is to be distributed pro rata between the resigning and incoming chairman in relation to the term of the assignment.

The resolution entails that Magnus Lindquist, for the period as chairman of the board, shall receive remuneration corresponding to the resolution passed at the 2021 annual general meeting regarding remuneration to the chairman of the board (calculated pro rata for the period) as well as, for the period from the day of the Extraordinary General Meeting until the end of the next annual general meeting, receive remuneration corresponding to the remuneration resolved for the ordinary members of the board (calculated pro rata for the period). Furthermore, the resolution entails that Juan Vargues, for the period as ordinary member of the board, shall receive remuneration corresponding to resolution passed at the 2021 annual general meeting regarding remuneration to the ordinary members of the board (calculated pro rata for the period) as well as, for the period from the day of the Extraordinary General Meeting until the end of the next annual general meeting, receive remuneration corresponding to the remuneration resolved for the chairman of the board (calculated pro rata for the period).

Complete information regarding the general meeting’s resolutions can be downloaded here.

Helene Gustafsson, Head of IR & Corporate Communication at Cary Group, helene.gustafsson@carygroup.com or +46 70 868 40 50

About Cary Group

Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repairing and changing of car glass, with complementary services such as the repairing of bodywork and paint damage. With good accessibility for customers, high quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visitwww.carygroup.com.