Dovre

The corrected release in its entirety:

Dear Shareholders,

This autumn has been exceptionally intense for the company, requiring extensive analysis from both the Board and the management. Our goal has been to form the most accurate and realistic view of the company’s current situation and future options.

We have refined our strategy and identified new opportunities in the market. However, due to previously reported loss-making projects, strengthening the company’s financial position is a prerequisite for taking advantage of these opportunities.

The company is currently preparing a financing solution, and in this general meeting, we are seeking authorization to support its implementation, as described in more detail in the meeting invitation. In addition, we propose changes to the composition of the Board to best meet the needs of the company’s next phase of development.

Respectfully,
The Board of Directors

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC

Notice is given to the shareholders of Dovre Group Plc (“Dovre” or the “Company”) to the Extraordinary General Meeting (“EGM”) to be held on Tuesday, November 25, 2025, at 10:00 a.m. at Dovre headquarters, address Ahventie 4, 02170 Espoo. The reception of the people who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. at the meeting venue.   

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the EGM, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to verify the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the voting list

6. Change in the Articles of Association

Board of Directors proposes to the EGM that Article 3 § of the Articles of Association of the Company concerning the line of business is amended to read as follows:

3 § Object

The company develops, designs, constructs and maintains solutions related to the production and storage of renewable energy and provides customers with comprehensive services in the implementation of energy sector projects.

The company may own and operate factories, construction firms and project development companies engaged in industrial and energy sector business.

In addition, the company may develop, market and sell software and consulting services related to project management, enterprise resource planning and virtual and augmented reality.

The company may produce and sell administrative and support services to its group companies and other businesses, as well as engage in securities trading and own shares, holdings, and real estate of other companies.

The company may also engage in intra-group financing activities, including equity and debt-based financing.

7. Number of the members of the Board of Directors and election of the members

The Board of Directors proposes to the EGM that three or four members be elected as the members of the Board of Directors and that current member of the Board, Ilari Koskelo, be re-elected as a member of the Board and that Aaron Michelin and Kalervo Rötsä are elected as new members of the Board. In addition, the Board of Directors proposes to the EGM that should a suitable candidate be found, fourth member be elected to the Board. The potential fourth member candidate will be presented at the EGM.

Additional information on the board member candidates and their independence will be available on the Company’s website at https://www.dovregroup.com/investors/corporate-governance/ on November 11, 2025, the latest.

According to the proposal by the Board of Directors, the Board would not include representatives of both genders, as, for the time being, suitable candidates for the position have not been found despite efforts to identify them. The Company still aims to achieve equal representation of women and men in the next Annual General Meeting when electing the Board.

8. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares

The Board of Directors proposes to the EGM that the Board of Directors be authorized to resolve on
(i) the issuance of new shares and/or
(ii) the conveyance of the Company’s own shares and/or
(iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following conditions:

By virtue of the authorization, the Board may also decide on a directed issue of shares and special rights, i.e. in deviation of the pre-emptive subscription rights of the shareholders, under the requirements of the law. By virtue of authorization, a maximum of 400,000,000 shares may be issued.

The Board may use the authorization in one or more instalments. The Board may use the authorization to strengthen the Company’s and its group companies’ capital structure, to finance or conclude acquisitions or other arrangements, for issuance of convertible loan or loans or for other purposes decided by the Board. The new shares may be issued or the Company’s own shares conveyed either against payment or without consideration. The new shares may also be issued as an issue without payment to the Company itself. The Board is authorized to decide on other terms of the issuance of shares and special rights. By virtue of authorization, the Board of Directors may decide on the realization of the Company’s own shares possibly held by the Company as pledge.

The authorization is valid until December 31, 2026. The authorization revokes earlier authorizations to issue shares and grant option rights and other special rights entitling to shares.

9. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

Proposals of the Board of Directors, the stock exchange release concerning the transaction as well as this notice are available on the Company’s website www.dovregroup.com. The proposals of the Board of Directors are also available at the EGM. Copies of these documents and of this notice will be sent to shareholders upon request.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholder registered in the shareholders’ register

A shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd, on the record date November 13, 2025, has the right to participate the EGM. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company.

The registration period for the EGM commences on November 4, 2025, at 12:00 p.m.. A shareholder, who is registered in the shareholder register of the Company and who wants to participate in the EGM, must register no later than on November 21, 2025, 10:00 a.m., by which time the registration must be received.

Registration for the EGM can be made:

1. by a link available on Dovre Group Plc’s website at
   https://www.dovregroup.com/investors/releases-and-events/
2. by email to johanna.sahlstedt@dovregroup.com
3. by telephone to Dovre Group Plc / Johanna Sahlstedt, tel. +358 44 339 5508.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Dovre Group Plc is used only in connection with the EGM and with the processing of related necessary registrations.

2. Holders of nominee registered shares
 
A holder of nominee registered shares has the right to participate in the EGM by virtue of such shares, based on which he/she would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the record date of the EGM on November 13, 2025. The right to participate requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholder register maintained by Euroclear Finland Oy at the latest by November 20, 2025, by 10:00 a.m. In regard to nominee registered shares this constitutes due registration for the EGM. Changes in shareholding after the record date of the EGM do not affect the right to participate in the EGM or the number of votes of the shareholder.
 
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the EGM from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the EGM, into the temporary shareholder register of the Company at the latest by November 20, 2025, by 10:00 a.m.

3. Proxy representative and powers of attorney

A shareholder may participate in the EGM and exercise his/her rights at the meeting through a proxy representative. A proxy representative shall produce a duly dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the EGM. When a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the EGM.

Any proxy documents should be delivered in original to Dovre Group Plc/Johanna Sahlstedt, Ahventie 4 B, 02170 Espoo, Finland, or as a scanned copy by email to johanna.sahlstedt@dovregroup.com by the last date of registration. In addition to the delivery of the proxy documents the shareholder or the proxy representative shall register for the EGM as described in this notice.

4. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice, the total number of shares and votes in Dovre Group Plc is 105,956,494.

Espoo, November 3, 2025

Dovre Group Plc
Board of Directors

For further information please contact member of the Board of Directors Ilari Koskelo,
tel. +358 40 510 8408.

According to the agreement, the remaining shares of Suvic Oy (49% of all shares) have now been transferred to Dovre Group Plc.

Following the completion of the transaction, Dovre Group Plc holds 100 percent of the shares in Suvic Oy.

“We are pleased that the arrangement was completed in line with our original plan, albeit with a few weeks’ delay during which we prepared the ongoing financing solution. The arrangement clarifies the Group’s structure and supports the determined implementation of our strategy. We continue to focus on renewable energy projects, where Suvic has strong sales prospects, particularly in BESS projects,” says Ville Vuori, Chairman of the Board of Dovre Group.

Dovre Group Plc will disclose the following financial information in 2026:

• Financial Statements review 2025 on Thursday, February 26, 2026
• Trading statement January-March 2026 on Wednesday, April 29, 2026
• Half-year financial report January-June 2026 on Thursday, August 20, 2026
• Trading statement January-September 2026 on Thursday, October 29, 2026

Dovre Group’s Financial Statements 2025 and Annual Report 2025 will be published online at the latest during the week beginning March 23, 2026.

The company’s Annual General Meeting is planned to be held on Wednesday, April 15, 2026. Dovre Group’s Board of Directors will summon the meeting later.

Dovre Group Plc observes a-three-week silent period prior to the release of the above-mentioned financial reports. The company does not comment on its financial situation development or meet with investment analysts or other members of the investment community during this period.

Dovre Group’s financial information is released as stock exchange bulletins in Finnish and English and is available online at www.dovregroup.com.

Acting CEO of Dovre Group Plc, Sanna Outa-Ollila, has handed in her resignation to the Board of Directors of Dovre today, November 7, 2025. Outa-Ollila has held the position of Acting CEO since December 17, 2024.

Outa-Ollila’s last day in the position will be November 21, 2025. Dovre Group’s board has appointed Interim CFO Timo Saarinen as Acting CEO from November 22, 2025. Saarinen also continues as Interim CFO. Outa-Ollila and the Board of Directors have agreed on a flexible transition and hand-over, during which she will also support the Group’s management and board in strategically important ongoing processes.

”I would like to extend a warm thank you to Sanna for her time and contribution at Dovre. She took over the Acting CEO role amid significant changes and has led the company steadily and purposefully. To ensure continuity, Sanna will stay on as a consultant supporting the operative management of the company, so our cooperation continues”, says Ville Vuori, chairman of the board of Dovre Group. ”As Interim CFO, Timo is already thoroughly familiar with the group, which positions him well for also stepping in as Acting CEO with a short lead time”, Vuori continues.

”My resignation is due to personal reasons, and I am committed to continue supporting the management of the company to my best ability as needed. I will do my best to ensure a smooth and controlled hand-over of duties”, Sanna Outa-Ollila explains.

Dear Shareholders,

This autumn has been exceptionally intense for the company, requiring extensive analysis from both the Board and the management. Our goal has been to form the most accurate and realistic view of the company’s current situation and future options.

We have refined our strategy and identified new opportunities in the market. However, due to previously reported loss-making projects, strengthening the company’s financial position is a prerequisite for taking advantage of these opportunities.

The company is currently preparing a financing solution, and in this general meeting, we are seeking authorization to support its implementation, as described in more detail in the meeting invitation. In addition, we propose changes to the composition of the Board to best meet the needs of the company’s next phase of development.

Respectfully,
The Board of Directors

NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF DOVRE GROUP PLC

Notice is given to the shareholders of Dovre Group Plc (“Dovre” or the “Company”) to the Extraordinary General Meeting (“EGM”) to be held on Tuesday, November 25, 2025, at 10:00 a.m. at Dovre headquarters, address Ahventie 4, 02170 Espoo. The reception of the people who have registered for the meeting and the distribution of voting tickets will commence at 9:30 a.m. at the meeting venue.   

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the EGM, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to verify the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the voting list

6. Change in the Articles of Association

Board of Directors proposes to the EGM that Article 3 § of the Articles of Association of the Company concerning the line of business is amended to read as follows:

3 § Object

The company develops, designs, constructs and maintains solutions related to the production and storage of renewable energy and provides customers with comprehensive services in the implementation of energy sector projects.

The company may own and operate factories, construction firms and project development companies engaged in industrial and energy sector business.

In addition, the company may develop, market and sell software and consulting services related to project management, enterprise resource planning and virtual and augmented reality.

The company may produce and sell administrative and support services to its group companies and other businesses, as well as engage in securities trading and own shares, holdings, and real estate of other companies.

The company may also engage in intra-group financing activities, including equity and debt-based financing.

7. Number of the members of the Board of Directors and election of the members

The Board of Directors proposes to the EGM that three or four members be elected as the members of the Board of Directors and that current member of the Board, Ilari Koskelo, be re-elected as a member of the Board and that Aaron Michelin and Kalervo Rötsä are elected as new members of the Board. In addition, the Board of Directors proposes to the EGM that should a suitable candidate be found, fourth member be elected to the Board. The potential fourth member candidate will be presented at the EGM.

Additional information on the board member candidates and their independence will be available on the Company’s website at https://www.dovregroup.com/investors/corporate-governance/ on November 11, 2025, the latest.

According to the proposal by the Board of Directors, the Board would not include representatives of both genders, as, for the time being, suitable candidates for the position have not been found despite efforts to identify them. The Company still aims to achieve equal representation of women and men in the next Annual General Meeting when electing the Board.

8. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of other special rights entitling to shares

The Board of Directors proposes to the EGM that the Board of Directors be authorized to resolve on
(i) the issuance of new shares and/or
(ii) the conveyance of the Company’s own shares and/or
(iii) the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following conditions:

By virtue of the authorization, the Board may also decide on a directed issue of shares and special rights, i.e. in deviation of the pre-emptive subscription rights of the shareholders, under the requirements of the law. By virtue of authorization, a maximum of 400,000,000 shares may be issued.

The Board may use the authorization in one or more instalments. The Board may use the authorization to strengthen the Company’s and its group companies’ capital structure, to finance or conclude acquisitions or other arrangements, for issuance of convertible loan or loans or for other purposes decided by the Board. The new shares may be issued or the Company’s own shares conveyed either against payment or without consideration. The new shares may also be issued as an issue without payment to the Company itself. The Board is authorized to decide on other terms of the issuance of shares and special rights. By virtue of authorization, the Board of Directors may decide on the realization of the Company’s own shares possibly held by the Company as pledge.

The authorization is valid until December 31, 2026. The authorization revokes earlier authorizations to issue shares and grant option rights and other special rights entitling to shares.

9. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

Proposals of the Board of Directors, the stock exchange release concerning the transaction as well as this notice are available on the Company’s website www.dovregroup.com. The proposals of the Board of Directors are also available at the EGM. Copies of these documents and of this notice will be sent to shareholders upon request.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Shareholder registered in the shareholders’ register

A shareholder who is registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd, on the record date November 13, 2025, has the right to participate the EGM. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company.

The registration period for the EGM commences on November 4, 2025, at 12:00 p.m.. A shareholder, who is registered in the shareholder register of the Company and who wants to participate in the EGM, must register no later than on November 21, 2025, 10:00 a.m., by which time the registration must be received.

Registration for the EGM can be made:

1. by a link available on Dovre Group Plc’s website at
   https://www.dovregroup.com/investors/releases-and-events/
2. by email to johanna.sahlstedt@dovregroup.com
3. by telephone to Dovre Group Plc / Johanna Sahlstedt, tel. +358 44 339 5508.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Dovre Group Plc is used only in connection with the EGM and with the processing of related necessary registrations.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the EGM by virtue of such shares, based on which he/she would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the record date of the EGM on November 13, 2025. The right to participate requires, in addition, that the shareholder has, on the basis of such shares, been registered into the temporary shareholder register maintained by Euroclear Finland Oy at the latest by November 21, 2025, by 10:00 a.m. In regard to nominee registered shares this constitutes due registration for the EGM. Changes in shareholding after the record date of the EGM do not affect the right to participate in the EGM or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the EGM from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the EGM, into the temporary shareholder register of the Company at the latest by November 21, 2025, by 10:00 a.m.

3. Proxy representative and powers of attorney

A shareholder may participate in the EGM and exercise his/her rights at the meeting through a proxy representative. A proxy representative shall produce a duly dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the EGM. When a shareholder participates in the EGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the EGM.

Any proxy documents should be delivered in original to Dovre Group Plc/Johanna Sahlstedt, Ahventie 4 B, 02170 Espoo, Finland, or as a scanned copy by email to johanna.sahlstedt@dovregroup.com by the last date of registration. In addition to the delivery of the proxy documents the shareholder or the proxy representative shall register for the EGM as described in this notice.

4. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the EGM has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice, the total number of shares and votes in Dovre Group Plc is 105,956,494.

Espoo, November 3, 2025

Dovre Group Plc
Board of Directors

For further information please contact member of the Board of Directors Ilari Koskelo,
tel. +358 40 510 8408.

Dovre Group Plc issues today a trading statement for the three months ended on September 30, 2025. The figures presented in this trading statement are not audited. Last year’s corresponding period in parentheses. The comparative figures for the income statement and personnel are adjusted and do not include information on the divested Project Personnel and Norwegian Consulting businesses.
 
July–September 2025

• Net sales decreased 9.8% to EUR 32.3 (35.8) million
  • Renewable Energy: Net sales EUR 31.9 (35.3) million – decrease of 9.5%
  • Consulting: Net sales EUR 0.3 (0.5) million – decrease of 28.4%
• EBITDA EUR 8.4 million negative (1.4 million positive)
• Operating profit EUR 8.7 million negative (1.2 million positive)
• Profit before tax EUR 9.6 million negative (1.0 million positive)
• Earnings for the shareholders of the parent company total EUR 4.9 million negative (1.2 million positive)
  • Continued operations EUR 5.1 million negative (0.3 million positive)
  • Discontinued operations EUR 0.2 (0.9) million
• Earnings per share were EUR 0.0462 negative (0.0113 positive)
  • Continued operations EUR 0.0482 negative (0.0030 positive)
  • Discontinued operations EUR 0.0020 (0.0083)
• Net cash flow from operating activities was EUR 5.9 (1.9) million

January–September 2025

• Net sales decreased by 19.1% to EUR 58.5 (72.4) million.
  • Renewable Energy: Net sales EUR 57.3 (70.9) million – a decrease of 19.2%
  • Consulting: Net sales EUR 1.3 (1.5) million – a decrease of 14.5%
• EBITDA was EUR 21.6 million negative (0.1 million positive)
• Operating Result was EUR 22.4 (0.7) million negative
• Profit before tax was EUR 24.0 (1.4) million negative
• Earnings for the shareholders of the parent company were EUR 5.0 (0.2) million negative
  • Continued operations EUR 13.0 (2.8) million negative
  • Discontinued operations EUR 8.0 (2.6) million
• Earnings per share were EUR 0.0470 (0.0017) negative
  • Continued operations EUR 0.1228 (0.0260) negative
  • Discontinued operations EUR 0.0758 (0.0243)
• Net cash flow from operating activities was EUR 0.1 (1.6) million

Outlook for 2025 unchanged (issued on 9 October 2025):  
Dovre Group’s net sales in 2025 are expected to decline in comparison to year 2024. The Group's Operating Result is expected to decline in comparison to the year 2024. 

SANNA OUTA-OLLILA, ACTING CEO:

Challenges particularly in the Swedish Renewable Energy projects have persisted during the review period. On October 9, 2025, we announced additional losses to be booked within the third quarter, and a lowered guidance for the year 2025. A significant margin erosion of a Finnish Renewable Energy project was also booked; however, the project is not expected to be loss-making. The outlook was also impacted by a considerable reservation for the possible negative results from open disputes that are expected to be resolved in 2026 or later.

During the development of analysis and reporting practices, the past transparency of Suvic’s financials has been found insufficient. As a result, issues in business operations have been gradually uncovered since the end of 2024, and reliable visibility into the financial result has been achieved during late summer 2025. The root causes of the weak financial performance have been identified as underestimated project costs, inadequate project management capabilities, and insufficient forward-looking reporting practices.

The company has implemented several key changes in Suvic’s management, finance function and project management, some of which during the review period. Markku Taskinen, an experienced leader in the construction business, started as Suvic’s new CEO in August. In September, Timo Saarinen – a seasoned transformation CFO – joined the company as Interim Group CFO. Strengthened leadership and improvements to the company’s financial transparency and project reporting processes have enabled Dovre to maintain accurate visibility over Suvic’s operations.

The company continues to implement corrective actions to improve profitability, organization and operating models.

In connection with the profit warning issued in October, Dovre forecasted its financing situation to become challenging in early 2026 without cash inflow from new projects or other sources. The extensive cost overruns in the Renewable Energy projects have also impact on the parent company’s liquidity. The adequacy of cash after year end will depend on the timing and magnitude of positive cash flows from new project sales or other sources of financing. Although the sales outlook remains encouraging, particularly in relation to BESS projects, the communicated liquidity risks have intensified competitive pressures. Dovre’s board of directors considers successful project sales as a prerequisite for the continuation of operations and offers its active support to Suvic’s sales efforts.

Earlier today we also communicated about a group-wide structural evaluation, aiming towards a strategically focused allocation of resources into profitable Renewable Energy business operations. The program is expected to result in the divestment or discontinuation of non-profitable or non-strategic operations.

NET SALES 

In Q3, Dovre Group’s net sales decreased by 9.8% to EUR 32.3 (35.8) million.

Renewable Energy accounted for 99 (99) % and Consulting for 1 (1) % of the Group’s net sales.

OPERATING MARGIN (EBITDA) AND OPERATING RESULT (EBIT)

The Group’s Operating Margin (EBITDA) in Q3 decreased to EUR 8.4 million negative (1.4 million positive). The Group’s Operating Result (EBIT) decreased to EUR 8.7 million negative (1.2 million positive). Renewable Energy’s Operating Result was EUR 8.6 negative (1.3 million positive), and Consulting’s Operating Result was EUR 0.1 (0.1) million. The Operating Result of the Group’s Other functions was EUR 0.1 (0.2) million negative.

PERSONNEL

In Q3 2025, the average number of employees increased by 50.8% year-on-year. During January–September, Dovre Group employed an average of 261 people (121). The average number of employees in comparison to the previous year increased due to organic growth of the Renewable Energy business area, particularly in the assembly personnel for solar park projects.

On September 30, 2025, Dovre Group employed 290 (201) people, 273 (184) by Renewable Energy, 14 (14) by Consulting, and 3 (3) by other functions. 

CASH POSITION 

On September 30, 2025, the Group’s net debt was EUR 17.5 million negative (3.0 million positive). The Group’s cash and cash equivalents totaled EUR 20.2 (7.2) million. The amount of cash and cash equivalents was exceptionally high as some sales invoices materialized at the end of the reporting period. The Group’s interest-bearing liabilities were EUR 2.7 (10.2) million, a total of EUR 0.8 (6.7) million, of which were current and EUR 1.9 (3.5) million non-current. 
  
In January-September, net cash flow from operating activities totaled EUR 0.1 (1.6) million, which includes EUR 23.0 (3.3) million net effect due to a change in net working capital.

In Espoo, October 29, 2025
 
DOVRE GROUP PLC
BOARD OF DIRECTORS

The company is sharpening its strategy as a renewable energy operator and seeking solutions for the divestment or other arrangements of non-core or unprofitable business units. The strategic review covers the entire Group. 

“The review concerns the whole Group and, among the business units, primarily Suvic AB, Proha and eSite. Suvic’s operations in Sweden have been loss-making, while Proha and eSite are not part of Dovre’s core business,” says Ville Vuori, Chairman of the Board of Directors of Dovre Group Plc. “At the heart of everything, however, is successful sales – no structural arrangement alone will solve the situation without profitable sales. Success requires that we win new projects and execute them efficiently and with high quality,” Vuori continues. 

The aim of the broad transformation program is to ensure the proper sizing and allocation of the Group’s resources in a profitable way to its strategic business areas – above all, renewable energy construction and battery energy storage system (BESS) solutions. 

“These measures are also a reaction to changes in the renewable energy construction market,” says Sanna Outa-Ollila, Acting CEO of Dovre Group Plc. “Wind farm construction has recently slowed down, and several anticipated solar park projects have not reached their planned starting phase. It is therefore important to prepare for a shift in focus, at least in the short term, towards energy storage solutions, while ensuring that we maintain our competitiveness in other green transition projects.” 

The measures will commence immediately, and the process will proceed under the direction of the Board of Directors. Updates on the progress and decisions based on the evaluation process will be announced separately. 

Suvic Oy employs approximately 110 people, of whom 86 work in salaried positions. The preliminary estimate is that the potential reduction need corresponds to approximately 20 person-years. In addition, the restructuring of job descriptions for 13 employees will be discussed. The final scope and focus of the potential changes will be specified during the course of the negotiations.

The change negotiations will begin on 20 October 2025 and will be conducted in accordance with the Finnish Act on Co-operation within Undertakings. The negotiations are expected to conclude by 9 November 2025, unless otherwise agreed during the process. The outcome of the negotiations will be announced after they have been completed. Any resulting measures will be implemented by the end of 2025.

“It is unfortunate that we find ourselves in this situation, but these are necessary measures to respond to the changed market conditions and the shifts in the focus of our business areas. We will support our employees through the transition and ensure that the process is carried out responsibly and transparently,” says Markku Taskinen, CEO of Suvic Oy.

On September 4, 2025, Dovre Group Plc announced having signed an agreement with the three founding shareholders of Suvic Oy to acquire the remaining 49% of Suvic Oy’s shares. The transaction was expected to be completed during October 2025.

Earlier today, Dovre issued a profit warning announcing a weakened outlook.

The Board of Directors considers the new information to impact the operation of the company significantly, and has decided to halt the closing process, to re-evaluate the qualifications of the transaction.

In its half-year financial report published on August 8, 2025, Dovre announced that the wind park projects of Suvic’s Swedish subsidiary had accumulated a total loss of EUR 23.7 million, of which EUR 18.7 million was recorded already in the financial year 2024.

After an updated estimation, the company will be required to record an additional EUR 4.0 million loss, increasing the total loss from the Swedish project portfolio to EUR 27.7 million, of which EUR 18.7 million was recorded in the financial year 2024 and EUR 9.0 million is recorded in 2025.

Suvic will record a sales margin deterioration of approximately EUR 2 million in Q3 in one of the Finnish projects under construction. There is no indication of a deterioration of sales margin or loss in other active projects.

Suvic’s management has also critically reviewed the financial risks of the company’s pending legal disputes and decided to make a profit-impacting provision of EUR 3.5 million to cover them.

Based on the above, Dovre expects the Q3 2025 EBIT to be approximately EUR -10 million, and updates its guidance for 2025.

New guidance for 2025: Dovre Group’s net sales in 2025 are expected to decline in comparison to year 2024. The Group's Operating Profit (EBIT) is expected to decline in comparison to year 2024.

Previous guidance for 2025 (released August 14, 2025): Dovre Group’s net sales in 2025 are expected to decline in comparison to year 2024. The Group's Operating Profit (EBIT) is expected to improve, while still remaining negative.

Suvic’s Project management, operational culture and methodology have not been transparent, and collecting timely and reliable financial information has required major effort from the new management. The issues have been identified and corrective actions are in progress.

Based on the analysis so far, the Board of Directors estimates that without additional funding or income from new project sales, the company’s liquidity will not be sufficient to fulfil all its liabilities during the first quarter of 2026. The company will announce imminent actions without delay, once the Board has completed its review of the possible ways forward.

Dovre will release its January-September 2025 Trading statement on Wednesday, October 29, 2025.

Dovre Group Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Ilari Koskelo
Position: Member of the Board/Deputy member
Issuer: Dovre Group Oyj
LEI: 7437000NA1I6Y1OQWL24
Notification type: INITIAL NOTIFICATION
Reference number: 122606/4/6
____________________________________________
Transaction date: 2025-09-10
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009008098
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 31278 Unit price: 0.161 EUR
Aggregated transactions (1):
Volume: 31278 Volume weighted average price: 0.161 EUR
____________________________________________
Transaction date: 2025-09-11
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009008098
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 40000 Unit price: 0.161 EUR
Aggregated transactions (1):
Volume: 40000 Volume weighted average price: 0.161 EUR

Timo Saarinen has been appointed Interim Chief Financial Officer (CFO) of Dovre Group Plc, effective September 29, 2025. His areas of responsibility will include business control, accounting, financing and investor relations for Dovre Group and all group companies, including Suvic Oy.

Saarinen will also replace the current Group CFO Olli-Pekka Vanhanen on the Executive team of Dovre Group Plc. The handover from Vanhanen will be started immediately. Vanhanen handed in his resignation in August 2025.

“Having held numerous interim CFO positions, Timo has extensive experience of different domains, including project business. He is familiar with stepping in at short notice and leading the finance function through periods of transformation”, says Sanna Outa-Ollila, Acting CEO of Dovre Group. “This interim arrangement will ensure continuation in the Group’s finance function and allows us to complete the on-going recruitment of a permanent CFO with the necessary focus.”

Dovre acquired a majority stake (51%) in Suvic in March 2021. With this transaction, Dovre Group Plc’s ownership in Suvic Oy will increase to 100%, thereby clarifying the subsidiary’s position and Dovre Goup’s structure. Dovre Group Plc has already been strongly committed to Suvic Oy’s business and projects, and this arrangement further strengthens Suvic Oy’s position in the market.

“Dovre’s business is focused almost entirely on renewable energy, with Suvic Oy at its core. This acquisition further reinforces that strategic focus. We believe that renewable energy is – despite the cyclicity of construction – a growing market. Project development is active, and we are seeing interesting growth in areas such as data centers and battery energy storage,” says Ville Vuori, Chairman of the Board of Dovre Group Plc.

“On behalf of the founding shareholders Vesanen, Räisänen, and Norrkniivilä, I can state that at this stage of the company’s story, moving under Dovre’s full ownership is the best solution, particularly in terms of enabling further growth. Founded in 2017, Suvic has matured into a significant player in the industry and now employs over 250 people in Finland and Sweden. We are proud of the journey so far and highly committed to continuing the development work with the aim of building an even stronger Suvic,” says Ville Vesanen, CSO at Suvic.

The transaction is expected to be completed during October 2025.

Olli-Pekka Vanhanen, CFO and member of the executive team of Dovre Group Plc and group companies, has handed in his resignation, and will leave the company on September 30, 2025.
The recruitment of a new CFO will be started immediately.

The figures presented in this half-year financial report are not audited. Last year’s corresponding period in parentheses. The comparative figures for the income statement and personnel are adjusted and do not include information on the divested Project Personnel and Norwegian Consulting businesses. Suvic subgroup is fully consolidated in the Group’s financial statements. The non-controlling interest (49%) is presented as a separate line item in the income statements and balance sheet.

April–June 2025

• Net sales decreased 45.8% to EUR 12.3 (22.6) million
  • Renewable Energy: net sales EUR 11.7 (22.1) million – decrease of 46.9%
  • Consulting: net sales EUR 0.5 million (0.5) – increase of 2.4%
• EBITDA EUR 10.4 negative (1.2) million
• Operating profit EUR 10.6 negative (1.0) million
• Profit before tax EUR 10.9 negative (0.8) million
• Earnings for the shareholders of the parent company total EUR 5.0 negative (1.0) million
  • Continued operations EUR 5.8 negative (0.3) million
  • Discontinued operations EUR 0.8 (0.8) million
• Earnings per share were EUR 0.047 negative (0.010)
  • Continued operations EUR 0.056 negative (0.003)
  • Discontinued operations EUR 0.008 (0.007)
• Net cashflow from operating activities was EUR 4.4 (1.6) million

January–June 2025

• Net sales decreased by 28.3% to EUR 26.3 (36.6) million.
  • Renewable Energy: net sales EUR 25.3 (35.6) million – a decrease of 28.8%.
  • Consulting: net sales EUR 0.9 (1.0) million – a decrease of 7.8%.
• EBITDA was EUR 13.3 million negative (EUR 4.6 million negative)
• Operating result was EUR 13.8 million negative (EUR 4.8 million negative)
• Profit before tax was EUR 14.4 million negative (EUR 5.2 million negative)
• Earnings for the shareholders of the parent company were EUR 0.1 million negative (EUR 1.4 million negative)
  • Continued operations EUR 7.9 million negative (3.1 million negative)
  • Discontinued operations EUR 7.8 (1.7) million
• Earnings per share were EUR 0.001 negative (0.013 negative)
  • Continued operations EUR 0.075 negative (0.029 negative)
  • Discontinued operations EUR 0.074 (0.016)
• Net cash flow from operating activities was EUR -5.8 (0.3 negative) million.

Dovre Group’s profitability for the period was clearly negative. This was mainly due to increased losses booked on the reporting period (EUR 5.0 million) from Renewable Energy projects that were started in Sweden during 2024, as well as lowered gross margin estimates from a wind farm project launched in Sweden during the reporting period and a solar farm project launched in Finland in 2024. Also, some projects have progressed slower than anticipated, which in turn slows their revenue recognition. The Swedish wind farm projects are technically successful and will reach completion during the coming months.

In the Q1 trading statement we estimated the profit from discontinued operations, i.e. the sale of businesses, at EUR 7.0 million. Our updated analysis indicates this profit to be somewhat higher, EUR 7.8 million, which is reflected in this H1 report. Some hand-over practicalities are still in progress, and thus this number may be further updated later.

Outlook for 2025 (issued on August 14, 2025)

Dovre Group’s net sales in 2025 are expected to decline in comparison to year 2024. The Group's Operating Profit (EBIT) is expected to improve, while still remaining negative.

ACTING CEO SANNA OUTA-OLLILA:

Prolonged challenges in the two wind farm projects started in 2024 by Suvic’s Swedish subsidiary have significantly affected performance during the first half of 2025. The extent of the issues has emerged gradually over time and has resulted into two negative profit warnings during the year, the latter of which was issued July 8, 2025.

Corrective actions have been taken at an increasing pace, and planned management changes have been completed. Markku Taskinen was appointed as Suvic’s new CEO during the second quarter and he stepped in on Agust 4, 2025. Both Dovre Group and Suvic also have a new CFO, Olli-Pekka Vanhanen, since July 1, 2025. The Extraordinary General Meeting held on June 12 elected two new Board members, Ville Vuori and Tomi Merenheimo. Vuori has played a key role in several turnaround companies, and Merenheimo is an experienced corporate lawyer. The Board nominated Vuori as Chairman, while Ilari Koskelo continues in the role of Deputy Chair.

The sale of Project Personnel business and the Norwegian Consulting business to NYAB AB was completed in the beginnig of 2025. After the transaction, Dovre is almost entirely a renewable energy group, with Suvic Oy at its core.

The board of directors and management of Dovre have started a program to develop the competitiveness, operative efficiency and management processes of Suvic Oy. We remain confident that the company will succeed once the challenges have been overcome. The market continues to regard Suvic as a technically reliable partner that consistently delivers high-quality results. The sector in which the company operates continues to grow and evolve with e.g. data centers, hydrogen production and battery-based energy storage. Although renewable energy remains a cyclical industry, it should be viewed as a long-term megatrend.

In Finland, Suvic’s most significant active projects include a 100 MWp solar park in Lapua (started in 2024) and three projects started in 2025; a 100 MWp solar park in Luvia, a wind farm of 54 turbines in Isojoki/Karijoki, and a 50 MW / 100 MWh battery-based energy storage (BESS) in Uusikaupunki

Renewable energy project developer Renetec has grown its operation and portfolio into BESS development. Renetec has also updated some of its existing solar projects int so called hybrids, where the co-existence of a photovoltaic production and battery storage system can reach considerable financial benefits.

In Consulting, the business of both Proha and eSite have continued as planned, however with a small decline in sales compared to the first half of last year.

We recognize that uncertainties persist in the global market and will unavoidably also impact investments. Nevertheless, the demand for fossil-free and reasonably priced energy continues to grow and project development is active. As an established and trusted player in the market, Dovre is well-positioned for the implementation of new Renewable Energy projects. The company is committed to its mission to increase the production of green energy and actively contribute to an environmentally and socially sustainable future.

GROUP’S KEY FIGURES

This stock exchange release is a summary of Dovre Group Plc’s Half-Year Financial Report January 1 - June 30, 2025. The full bulletin is attached to this release and is also available online at www.dovregroup.com -> Investors

Espoo, August 20, 2025

DOVRE GROUP PLC
BOARD OF DIRECTORS

Financial reporting in 2025
Dovre Group releases its Q3 trading statement for January 1 – September 30, 2025 on Wednesday, October 29, 2025.

The figures presented in this half-year financial report are not audited.