Shelly Group Board of Directors considers EUR 70.00 offer price fair and supports Schneider Electric’s voluntary public tender offer

Shelly Group Board of Directors considers EUR 70.00 offer price fair and supports Schneider Electric’s voluntary public tender offer
 

• Independent fairness opinion by Freitag & Co. concludes that the offer price is fair from a financial point of view
• Offer price represents a premium of approx. 27% to the unaffected XETRA six-month volume-weighted average price (VWAP)
• The Board of Directors sees Schneider Electric as a strong strategic partner for Shelly Group’s next phase of growth

Sofia / Munich, October 5, 2026 – The Board of Directors of Shelly Group SE (Ticker: SLYG / ISIN: BG1100003166) (“Shelly Group”), a provider of IoT and smart building solutions based in Sofia, Bulgaria, has completed its assessment of the announced voluntary public tender offer by SE 2026 A SAS, an indirect wholly-owned subsidiary of Schneider Electric SE. The Board considers the offer price of EUR 70.00 per share in cash fair and adequate. Its assessment of the offer price is supported by an independent fairness opinion from Freitag & Co. GmbH, which concludes that the offer price is fair from a financial point of view. The Board considers Schneider Electric a strong strategic partner for Shelly Group’s next phase of international growth while preserving the Company’s entrepreneurial culture, organization and workforce.

Fairness Opinion confirms financial fairness of offer price

In assessing the Offer, the Board of Directors took into account an independent fairness opinion dated October 2, 2026, from Freitag & Co. GmbH (“Freitag”), which was voluntarily commissioned by the Board. Freitag concludes that the offer price of EUR 70.00 per share in cash is fair, from a financial point of view to the shareholders of Shelly Group.

The offer price represents a premium of approx. 27% to Shelly Group’s XETRA six-month volume-weighted average price of EUR 55.16 per share on July 28, 2026, the last trading day prior to the public disclosure of discussions between Shelly Group and Schneider Electric.

For its assessment, Freitag considered customary valuation methodologies, including an analysis of historical trading prices, a discounted cash flow valuation, a review of comparable listed companies and precedent transactions, a premium analysis based on comparable public tender offers, and available equity research analyst target prices. No single methodology was assigned a specific mathematical weighting.

The Fairness Opinion addresses the fairness of the offer price from a financial point of view and does not constitute a recommendation to shareholders as to whether they should tender their shares into the Offer. A summary of the Fairness Opinion will be available at https://corporate.shelly.com/uploads/pages/Shelly_Opinion_Letter-efc356.pdf.

Strategic perspective and continuity

In its assessment, the Board of Directors also considered the strategic perspective arising from the proposed partnership with Schneider Electric. In alignment with the Investment Agreement announced on 24 September 2026, the registered Offer reflects the intention of SE 2026 A SAS to preserve Shelly Group’s headquarters in Bulgaria as well as its organization and workforce, including its research and development, engineering, sales, operations and management functions, for at least three years following completion of the Offer.

The Board of Directors believes that combining Shelly Group’s innovative IoT and smart building technology, entrepreneurial culture and strong market position with Schneider Electric’s global reach and capabilities would create significant opportunities for the Company’s further development and international expansion.

Christoph Vilanek, Chairman of the Board of Directors of Shelly Group SE, said: “First and foremost, Schneider Electric’s offer is a unique recognition of the achievements of all Shelly’s staff and Management. This team has achieved a great deal, and the consistent annual rise in Shelly’s share price over 4 consecutive years is proof of this success – not only for Shelly, but for the performance and the potential of the entire Bulgarian software and electronics industry. On a personal level, I am delighted that a globally successful group such as Schneider has taken notice of Shelly and is now making an offer to acquire the company.”

Next steps

The reasoned opinion will be published together with the Offer document following its approval by the Bulgarian Financial Supervision Commission (the “FSC”).

The Offer remains subject to approval by the FSC, and the acceptance period will only commence upon publication of the approved Offer document. The minimum acceptance threshold of 95% remains unchanged. Shareholders do not need to take any action at this time.

About Shelly Group

Shelly Group SE develops, designs, and distributes IoT and smart building solutions for DIY and professional users, offering advanced technology, seamless interoperability, and a high degree of technological flexibility. Shelly products enable remote control and automation as well as energy management of electrical appliances and smart building solutions via smartphones, PCs, or third-party home automation systems.

In addition to the sale of devices, the Shelly Group generates revenue from its cloud applications. The Shelly Group benefits from asset-light production through the use of contract manufacturers. The Company has a strong presence in German-speaking countries and is represented with its products in more than 100 countries. With sales organizations in DACH, Benelux, the Nordics, Iberia, Poland, Italy, France, the United Kingdom, Bulgaria, Slovenia, the United States and China, the Shelly Group has a broad international presence.

Shelly Group SE (ISIN: BG1100003166) is listed on the Bulgarian Stock Exchange and on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (XETRA: SLYG), and is included in the SDAX.

Contact Investor Relations

CROSS ALLIANCE communication GmbH
Sven Pauly
Phone: +49 89 125 09 0331
Mail: sp@crossalliance.de
www.crossalliance.de

Important notice

This announcement is for information purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell securities of Shelly Group. The Offer will be made exclusively on the basis of the offer document after its clearance by the FSC. Shareholders are advised to read the offer document and the reasoned opinion of Shelly Group’s Board of Directors carefully once available.

This announcement may contain forward-looking statements. Actual results may differ materially from those expressed or implied by such statements due to risks, uncertainties and other factors.