KNDS ANNOUNCES INTENTION TO PROCEED WITH AN IPO TO SUPPORT ITS LONG-TERM GROWTH STRATEGY

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTIONS IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

ADVERTISEMENT: This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) relating to the intention of KNDS N.V. (“KNDS”) to proceed with the IPO (as defined below) and the Admission (as defined below). This announcement does not constitute or form part of a prospectus. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy or subscribe for KNDS securities in any jurisdiction, including the United States, Australia, Canada, or Japan.

If and when the IPO is launched, further details about the IPO and the Admission will be included in a prospectus (the “Prospectus”) to be approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”). This approval will be notified to the French Authority of the Financial Markets (Autorité des marchés financiers, “AMF”) and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”), and the Prospectus will be published and made available at no cost through the website of KNDS (ipo.knds.com), subject to applicable securities law restrictions. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with any decision to invest in KNDS securities. The approval of the Prospectus by the AFM should not be understood as an endorsement of KNDS or its securities.

KNDS ANNOUNCES INTENTION TO PROCEED WITH AN IPO TO SUPPORT ITS LONG-TERM GROWTH STRATEGY

• Unique European pure-play land defense champion with strong Franco-German foundations, shaping the future of land defense
• Architect of end-to-end mission solutions positioned as lead system integrator, providing system-of-systems capabilities and full lifecycle management across the broadest land defense product portfolio in Europe
  • Leading positions in European land systems across main battle tanks, armored vehicles and artillery systems
  • Positioned to benefit from accelerating European and allied defense spending, capturing some of the highest growth segments of global defense
  • A tech-driven innovator at the forefront of next-generation technologies and systems
  • Strong operations executing a major industrial ramp-up to support accelerating demand across Europe
  • Strong financial results in FY 2025 with €4.4 billion of revenue (+16% YoY), €661 million of EBIT (15% margin) and strong cash generation with €980 million of free cash flow in 2025
  • Record €33.1 billion order backlog as of 31 December 2025, providing strong long-term revenue visibility and growth, supporting medium-term ambition of €11–12 billion annual revenue
• Full secondary IPO with French State remaining a shareholder via GIAT Industries S.A.S. and the Federal Republic of Germany entering as a shareholder via an acquisition by Kreditanstalt für Wiederaufbau from Wegmann & Co GmbH
• Intended listing on Euronext Paris and the Frankfurt Stock Exchange

Amsterdam, 24 June 2026 – KNDS N.V. (“KNDS”, and together with its subsidiaries, the “Group”), a leading pan-European land defense company, today announces its intention to proceed with an initial public offering (the “IPO”) and to apply for admission to listing and trading of its ordinary shares (“Admission”) on (i) Euronext Paris, a regulated market operated by Euronext Paris S.A., and (ii) the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admission to the sub-segment of the regulated market with additional obligations arising from admission (Prime Standard) (the “Frankfurt Stock Exchange”).

The IPO is expected to consist of the sale of up to approximately 20% of KNDS’ existing share capital by its current shareholders, GIAT Industries S.A.S. (“GIAT”), a holding company owned by the French State, and Wegmann & Co GmbH (“Wegmann”), a private German holding company. The IPO is expected to consist of private placements to institutional investors in various jurisdictions. No public offering is expected to take place in any jurisdiction.

In addition, the Federal Republic of Germany has reached an in principle agreement with Wegmann to acquire 40% of the ordinary share capital in KNDS from Wegmann (the “KfW Investment”), subject to the IPO. The KfW Investment will be carried out through Kreditanstalt für Wiederaufbau (“KfW”), whereby all costs and risks associated with the KfW Investment will be borne by the Federal Republic of Germany. The KfW Investment is expected to be completed prior to Admission. The KfW Investment is, among other things, subject to the issuance of the Special Federal Mandate (Zuweisung) after the approval of the Budget Committee (Haushaltsausschuss), the receipt of regulatory clearance and customary internal approvals.

KNDS welcomes the prospect of the KfW Investment which it views as a strong expression of support and an endorsement of its strategy and ambition to be a key architect of future European land systems. 

Jean-Paul Alary, Chief Executive Officer: “Europe is entering a new era of defense and security. Armed forces are modernizing at speed and rebuilding critical land defense capabilities. KNDS is uniquely positioned to support this shift, with combat-proven platforms, industrial scale and integrated mission solutions. As Europe’s leading pure-play land defense champion, rooted in France and Germany, KNDS combines European scale with strong national industrial foundations. We are entering our next chapter from a position of strength, with high demand visibility, a record backlog and an industrial platform that we continue to expand across Europe. The planned IPO is a natural next step for KNDS. It will increase our strategic agility and support continued investment in capacity, innovation and next-generation technologies. We also welcome the German government’s intention to become an anchor shareholder alongside the French State. Germany has been a trusted customer and partner for decades. This new shareholding structure will support KNDS as it accelerates its next phase of growth.”

Tom Enders, Chairman: “Europe needs stronger defense industries, deeper cooperation and greater technological sovereignty. KNDS has a central role to play. With its Franco-German foundations, European industrial footprint and leading land defense capabilities, KNDS is well positioned to support Europe’s security for the long term. The planned IPO marks an important milestone. It supports the Group’s growth ambitions and strengthens its ability to invest, innovate and deliver. Germany’s intention to invest alongside the French State is a strong signal of confidence in KNDS and its future.”

A STRATEGY TO DRIVE LONG-TERM GROWTH AND EUROPEAN DEFENSE LEADERSHIP

KNDS is a pan-European land defense champion with strong French and German home markets, combining industrial scale, advanced innovation and an expanding international footprint to address rising global defense demand and contribute to Europe’s long-term security ambitions.

The Group’s strategy is built on three core pillars:

• First, delivering its industrial ramp-up and operational excellence by optimizing processes, expanding production capacity, strengthening supply chain resilience, and investing in its workforce to support scalable, resilient and profitable long-term growth.
• Second, driving next-generation innovation through advanced battlefield digitalization, automation and end-to-end mission solutions spanning platforms, effectors, sensors and support capabilities.
• Third, expanding its European and global presence through industrial partnerships, local capabilities and interoperable solutions tailored to evolving customer requirements.

KNDS’ strategy is supported by a differentiated set of industrial, technological and operational strengths that position the Group for long-term growth.

KEY STRENGTHS SUPPORTING KNDS’ GROWTH STRATEGY

Positioned at the center of Europe’s evolving land defense landscape

KNDS is a leading European and global manufacturer of land defense systems, supported by partnerships with over 40 armed forces and an installed base of around 11,400 systems as of December 2025. It holds leading market shares in Europe across key segments, including main battle tanks, self-propelled artillery and medium tactical support systems. KNDS’ ammunition division is also a key supplier for Europe’s defense industry, developing innovative solutions and is expected to benefit from structurally increasing demand. Its two core markets, France and Germany, accounted for a significant share of the Group’s revenue in 2025, where KNDS also acts as lead prime on the majority of French & German armored land defense programs. Beyond these markets, the Group benefits from a diversified geographic footprint across Europe and internationally. Its central position in the European defense ecosystem supports access to structural growth, driven by rising defense spending. European land defense expenditure is expected to grow strongly through 2030, with especially high growth in France and Germany, as approximately 33% of European land procurement spending between 2025 and 2030 is expected to be directed toward the Land Systems market^[1], reinforcing the attractiveness of the Group’s core segments. This positioning enables the Group to capture demand across priority segments and reinforce its leadership.

Delivering the broadest pure-play land defense portfolio in Europe

 KNDS offers one of the most comprehensive land defense portfolios in Europe, built on decades of expertise and innovation. Its offering spans combat systems, support systems, artillery, ammunition, and mission solution enablers, each contributing meaningfully to revenue. It designs, manufactures, and supports a wide range of platforms, including main battle tanks, infantry fighting vehicles, armored personnel carriers, and artillery systems, alongside a full suite of ammunition products. The Group also provides training, simulation, and lifecycle support services such as maintenance and repair. This breadth allows KNDS to address diverse operational requirements across customers and geographies. By covering the full mission spectrum, from core platforms to digital capabilities, the Group supports modern, integrated battlefield operations, following its mission solutions approach. Its portfolio enables flexible and scalable solutions tailored to evolving defense needs.

Leveraging technology to drive the next generation of land defense systems

KNDS plays a central role in advancing land defense technologies in Europe, supported by one of the largest R&D budgets in Europe dedicated to land systems and a network of 8 R&D hubs. It invests consistently in innovation and collaborates with leading defense technology partners to develop advanced capabilities. Key areas include unmanned systems, battlefield digitalization, counter-UAS solutions, and loitering munitions. The Group is also driving forward and contributing to major next-generation platforms and is involved in many major innovative projects at national and European levels in land defense, while continuing to upgrade existing platforms. This dual focus provides long-term visibility on product development and ensures its solutions remain aligned with evolving operational requirements.

Integrating system-of-systems architectures to deliver end-to-end mission solutions for the future battlefield

KNDS operates as a lead system integrator, delivering end-to-end mission solutions across the full lifecycle of land defense systems. Its capabilities cover R&D, procurement, production, delivery, and after-sales support. As a prime contractor with design authority, it integrates platforms with ammunition, sensors, software, and command systems to provide complete system-of-systems solutions. This approach enables seamless coordination across the value chain and supports recurring aftermarket activity. As lead system integrator, KNDS has intimate knowledge of its customers needs and is capable of anticipating future innovations in land defense. Its integrated solutions combine manned and unmanned systems, enhancing operational flexibility and situational awareness, as well as providing mission planning, training, simulation, and lifecycle services. Its systems are designed for interoperability within NATO frameworks, supporting multinational operations. This positions the Group to meet increasing demand for networked, digital, and integrated interoperable battlefield capabilities, with open architectures.

Scaling a strong and agile pan-European operating model to support European expansion

KNDS operates a pan-European industrial platform supported by approximately 11,000 permanent employees, 32 production and service sites, across 12 countries. This footprint enables responsiveness to customer needs and provides a scalable foundation for further expansion. This pan-European operating model is underpinned by the “ONE KNDS” model, a common operational and strategic framework deployed across the Group with the goal of enhancing execution, throughput, quality and cost efficiency across its industrial footprint. Over the 2023 – 2025 period, the Group has invested more than €700 million in Capex^[2] and increased its total number of employees[3] by +15%, supporting aggregate revenue growth of 35% while doubling production capacity for selected products^[4] and maintaining operational performance levels. The Group also focuses on supply chain resilience through nearshoring and long-standing local partnerships. This enhances flexibility in responding to national requirements and evolving geopolitical conditions. The model supports efficient scaling of production and capabilities as demand increases. Overall, it combines local presence with group-level integration.

Driving growth, innovation and operational excellence through an experienced leadership team

KNDS benefits from a highly experienced leadership team with deep industry expertise. The CEO, Jean-Paul Alary, brings over 35 years of experience, including leadership roles in major aerospace and defense businesses. The CFO, Philippe Balducchi, has extensive experience in financial management, transformation, and integration. They are supported by an Executive Committee with diverse functional expertise. The team combines internal experience with targeted external hires, ensuring a balanced perspective. Core areas of expertise include operations, digitalization, product development, and compliance. This leadership structure supports disciplined execution and strategic alignment. It underpins the Group’s ability to deliver sustained growth and operational performance.

Delivering a compelling financial model with high visibility, strong margins and competitive cash conversion

KNDS has demonstrated strong and consistent growth, with revenue and order backlog expanding significantly in recent years. Between 2023 and 2025, revenue grew at an approximately 16% CAGR, while order backlog increased at an approximately 45% CAGR, reflecting strong commercial momentum and sustained demand across the Group’s end markets. Its order intake is diversified across key product categories, supporting balanced growth. A high book-to-bill ratio of 3.1x in 2025 reflects strong demand and effective conversion into long-term contracts. Profitability remained robust, with an average EBIT margin of 13.6% over the 2023-2025 period, supported by an efficient operating model and disciplined execution. The Group benefits from high cash conversion thanks to its asset-light and customer-funded financial model.

Revenue visibility is strong, supported by a substantial order backlog providing multi-year coverage. This enables long-term planning and reduces commercial risk. Combined with scalable operations and disciplined capital allocation, the model supports sustained growth and resilience.

KNDS’ FINANCIALS AND OUTLOOK

KNDS benefits from strong revenue visibility supported by a record order backlog of €33.1 billion as of 31 December 2025. In 2025, the Group generated €4.4 billion of revenue, €661 million of EBIT and €980 million of free cash flow. The Group believes its business model benefits from resilient profitability, high cash conversion and long-term customer relationships. KNDS also benefits from significant recurring after-sales activities across its installed base, supporting long-term customer engagement and operational visibility.

2026 outlook

For 2026, the Group is targeting revenue growth of around 30% compared to 2025, driven by strong demand across all segments. KNDS Land Systems France is expected to continue growing slightly ahead of its 2025 growth rate, while KNDS Land Systems Germany is projected to accelerate significantly, with growth expected to be more than double the rate achieved over the 2023–2025 period. KNDS Ammunition is also expected to deliver low double-digit growth, supported by sustained demand and capacity expansion initiatives.

Excluding non-recurring IPO-related costs, the Group expects to achieve an EBIT margin of around 12% in 2026, a decrease over 2025 due to the initial scaling up of large domestic programs and the non-recurrence of certain highly profitable contracts that have now been delivered. In the subsequent years, this margin is expected to increase towards the Group’s medium term EBIT margin target.

The Group is also targeting Free Cash Flow of over €250 million in 2026 (excluding IPO-related costs), while continuing to invest to support its industrial ramp-up. PPE Capex (investments in non-current assets) is expected to reach around €750 million, primarily driven by the expansion of KNDS Land Systems Germany.

Medium-term ambitions

 The Group is targeting annual revenues of €11 billion to €12 billion in the medium term, supported by strong growth across all segments and accelerating global defense spending. Growth is expected to be driven primarily by KNDS Land Systems Germany, whose revenues are expected to approximately triple compared to 2025 levels while revenues from KNDS Land Systems France and KNDS Ammunition are  expected to grow at substantially the same rate as one another and slightly below the Group. The growth trajectory is expected to be non-linear, with a significant ramp-up in 2028E, driven across all businesses with the highest growth led by KNDS Land Systems Germany.

The Group is also targeting a medium-term EBIT margin of 14% to 15%, reflecting improving profitability across all businesses. Margin expansion is expected to be driven by higher volumes, an increasing share of export deliveries, operational leverage and ongoing investments in production capacity, automation and supply-chain optimization.

In addition, the Group expects to generate cumulative free cash flow of €2.5 billion to €3.0 billion over the medium term, corresponding to average cash conversion of 45% to 50%. This reflects strong operating performance and accelerating cash generation over time, despite elevated near-term investments to support industrial ramp-up and capacity expansion, particularly at KNDS Land Systems Germany.

Dividend Policy

 Subject to any applicable restrictions, the Company expects to adopt a policy of paying dividends at a payout ratio of around 40% of the Group’s net income per annum, payable from 2027 based on the fiscal year 2026 results. The date on which dividends and other distributions will be payable will be determined by the Board, subject to applicable law.

SHAREHOLDER STRUCTURE AND GOVERNANCE

Updates on shareholder structure

GIAT and KfW will remain long-term shareholders of the Group.

Following the KfW Investment and the IPO, it is expected that each of GIAT and KfW will hold 40% of the ordinary share capital in KNDS, with the remaining up to 20% being free float (20% assuming full exercise of the greenshoe). In addition to any agreed lock-ups for the selling shareholders at IPO, to underscore their strong commitment to the Group, a 10-year lock-up period is expected to apply to both GIAT and KfW, during which period a sale of shares in KNDS which would result in their respective interests falling below a 30% shareholding in KNDS is not permitted without the prior approval of the other party (i.e. GIAT or KfW, as the case may be).

In addition, it is expected that a loyalty share plan will be introduced and be open to all shareholders, granting double voting rights for shares continuously held and registered in the loyalty register for an uninterrupted period of two years, designed to encourage and reward long-term investments in KNDS. The special voting shares issued pursuant to the loyalty share plan will not be listed and will carry no economic or dividend rights. The special voting shares are expected to be subject to a capping mechanism, agreed contractually between GIAT and KfW, to ensure that the voting rights between GIAT and KfW are balanced for so long as they both hold 30% or more of the ordinary share capital in KNDS.

Governance updates

The intended IPO marks a significant milestone in the development of KNDS, with updates to its governance structure expected to be implemented to bring them in line with the expectations and requirements of a publicly traded company, but also to support its long-term growth ambitions. The proposed framework has been established to ensure appropriate governance that also provides management with the requisite autonomy to execute the Group’s strategy.

• Board of Directors: the one-tier board of directors of KNDS (the “Board”), consisting of the executive director and non-executive directors, is expected to be enlarged to 12 members, comprising the CEO, 5 independent non-executive directors, and 3 representatives nominated for appointment by each of GIAT and KfW or so long as they hold 30% or more of the voting rights in KNDS.
• Decision Making & Deadlock Resolution: to ensure appropriate governance and oversight, a clear hierarchy of voting majorities will be defined, including:
  • Operational autonomy: management autonomy for most day-to-day business and operational decisions below specific thresholds;
  • Simple Board Majority: significant day-to-day business and operational decisions, including transactions and investments below specified thresholds and the appointment of most executive committee members;
  • Qualified 30% Board Majority: required for fundamental decisions, approval requires a simple majority that must include the affirmative votes of designated directors from GIAT and KfW provided GIAT and KfW, respectively, hold 30% or more of the KNDS voting rights. These matters include structural changes (e.g., amendments to the articles of association), key personnel decisions (including the CEO, CFO, and the managing directors for KNDS France and KNDS Germany), and very significant and/or strategic business decisions above defined thresholds. It is expected that GIAT and KfW shall conduct a good faith review of the scope of such matters after two years, taking into account the operation of such matters in practice; and
  • Independent Board Majority: the majority approval of the independent non-executive directors is required for specifically defined matters, such as amendments to the articles of association, additional stock exchange listings or delistings and transactions significant enough to change the nature of KNDS.

The framework is complemented by a clear and structured deadlock resolution mechanisms to ensure efficient and timely decision-making, with escalation paths that can involve discussions between major shareholders and, assuming the KfW Investment is implemented, ultimately, the relevant ministries in France and Germany for the most sensitive matters.

Reflecting the strategic importance of the Group, the assets of KNDS France are subject to a pre-existing “Golden Share” held by the French state^[5], which grants certain rights allowing the French Minister for the Economy to intervene in matters relating to KNDS’s French weapon systems and ammunition businesses, as well as those of its French subsidiaries. Following closing of the KfW Investment, this existing golden share will be mirrored by a materially symmetrical security agreement with the Federal Republic of Germany for assets of KNDS in Germany, ensuring balanced protection of both nations’ core security interests.

Further details regarding KNDS’ post-listing governance structure will be announced at a later stage if and when the IPO is launched.

BofA Securities, Deutsche Bank AG, Goldman Sachs Bank Europe SE and Société Générale are acting as Joint Global Coordinators and Bookrunners, UBS Investment Bank is acting as Senior Joint Bookrunner and BNP PARIBAS, Citigroup, COMMERZBANK, Crédit Agricole CIB, Natixis and UniCredit are acting as Joint Bookrunners (together, the “Banks”) in connection with the contemplated offering. Lazard is acting as independent financial advisor to KNDS.

###

About KNDS

KNDS is a leading pan-European land defense company, uniting nearly 11,000 employees and generating €4.4 billion in revenue in 2025. With a strong order backlog of €33.1 billion as of December 31, 2025, the group delivers innovative complete mission solutions built on state-of-the art technologies. Leveraging deep industrial expertise and strong partnerships, KNDS develops open, interoperable solutions combining manned and unmanned systems, designed to meet tomorrow’s operational challenges. As a prime contractor, it provides full system-of-systems capabilities, from platforms to ammunition and services, managing the entire value chain and encompassing complete product life cycles.

Born from the alliance of Nexter and Krauss-Maffei Wegmann, KNDS embodies the path toward a collective and efficient future for the sovereignty of Europe’s defense by supporting the standardization and interoperability between European and NATO forces. 

Trusted by 40+ armies worldwide, including 24 European armed forces, KNDS benefits from decades of combat-proven experience. KNDS embodies a united, efficient model to enhance stability and long-term security in Europe and beyond.

Risk Factors

Investing in KNDS involves certain risks. A description of these risks, which include risks relating to KNDS as well as risks relating to the IPO and KNDS securities, will be included in the Prospectus. Any decision to participate in the IPO should be made solely on the basis of the information contained in the Prospectus. Once the Prospectus has been approved by the AFM, such approval will be notified to the AMF and to BaFin, and the Prospectus will be published and made available at no cost at the start of the offer period through the corporate website of KNDS (ipo.knds.com), subject to securities law restrictions in certain jurisdictions.

Media and Investor Contacts

Véronique Creissels, EVP Communications

+33 6 80 06 73 50

Veronique.Creissels@knds.nl

Ellen Christin Haehnlein, Head of Investor Relations

investors@knds.nl

Brunswick Group: KNDS@brunswickgroup.com

Benoit Grange: +33 6 14 45 09 26

Dr. Philipp Schüler: +49 172 6741644

Charles Pretzlik: +44 7823 527191

Important Legal Information and Disclaimer

Disclaimer

This announcement is an advertisement for the purposes of the Prospectus Regulation, relating to the intention of KNDS to proceed with the IPO and Admission. This announcement does not constitute or form part of a prospectus. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy or subscribe for KNDS securities in any jurisdiction, including the United States, Canada, Australia or Japan. The information contained in this announcement does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. If and when the IPO is launched, further details about KNDS, the IPO and Admission will be included in the Prospectus. Once the Prospectus has been approved by the AFM, such approval will be notified to the AMF and to BaFin, and the Prospectus will be published and made available at no cost at the start of the offer period through the corporate website of KNDS (ipo.knds.com), subject to securities law restrictions in certain jurisdictions. No public offering is expected to take place in any jurisdiction. The IPO is expected to consist of private placements to a range of institutional investors in various jurisdictions. An offer to acquire KNDS securities pursuant to the IPO will be made, and any potential investor should make their investment, solely on the basis of information that will be contained in the Prospectus. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in KNDS securities. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of KNDS or its securities.

This announcement is not for release, distribution, or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. KNDS securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered, subscribed, sold or transferred, directly or indirectly, in the United States, except pursuant to registration or an applicable exemption from registration pursuant to the registration requirements of the Securities Act. KNDS has no intention to register any part of the IPO in the United States or make a public offering of securities in the United States.

In the United Kingdom, this announcement and any other materials in relation to KNDS securities are being, and will be, distributed only to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

KNDS has not authorized any offer to the public of KNDS securities requiring publication of a prospectus in any jurisdiction. With respect to any Member State of the European Economic Area (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of KNDS securities requiring publication of a prospectus in any Relevant Member State. As a result, KNDS securities may only be offered in Relevant Member States (i) to any person or legal entity which is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the IPO and KNDS securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any relevant delegated regulations and amendments thereto.

No action has been taken by KNDS or its shareholders that would permit an offer of KNDS securities or the possession or distribution of this announcement or any other offer or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of this announcement, in whole or in part, in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.

This announcement may include statements, including KNDS’ financial and operational medium- to long-term objectives that are, or may be deemed to be, ‘‘forward-looking statements‘’. These forward-looking statements may be identified by the use of forward-looking terminology, including but not limited to the terms ‘‘believes‘’, “aims”, “forecasts”, ‘‘estimates‘’, ‘‘plans‘’, “targets”, “projects”, ‘‘anticipates‘’, ‘‘expects‘’, ‘‘intends‘’, ‘‘may‘’, ‘‘will‘’, “potential”, “goal”, “outlook” or ‘‘should‘’ or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect KNDS’ current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of KNDS, its shareholders, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser.

Information in this announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance.

This announcement contains historical market data that has been obtained or derived from industry publications, market research and other publicly available information. Certain information regarding market size, market share, market position, growth rate and other industry data pertaining to the Group and its business contained in this announcement consist of directors’ estimates and conclusions based on their review of internal Group data, external third-party data, reports compiled by professional organizations and other sources.

This announcement contains certain financial information and measures that are not defined or recognized under IFRS. Such measures have not been audited or reviewed. KNDS has included these measures because they represent key measures used by management to evaluate the Group’s operating performance. However, these non-IFRS financial measures may not be comparable to those used by other companies under the same or similar names. Reference to these non-IFRS financial measures should be considered in addition to IFRS financial measures, but should not be considered a substitute for results that are presented in accordance with IFRS. In this regard and for purposes of this announcement (i) “Order Backlog” means the unexecuted portion of all customer orders and contracts that have been recognized as order intake but not yet fulfilled (i.e., delivered or invoiced); (ii) “Free Cash Flow” means net cash generated from / (used in) operating activities less net cash generated used in investing activities; (iii) EBIT means profit before finance results and income tax; and (iv) EBIT margin means EBIT over revenue.

The Banks are acting exclusively for KNDS and no one else in connection with the IPO. They will not regard any other person as their respective clients in relation to any offer of KNDS securities and will not be responsible to anyone other than KNDS for providing the protections afforded to their respective clients nor for providing advice in relation to any offer of KNDS securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of the Banks or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, the Banks disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

In connection with the IPO, each of the Banks and any of their affiliates, may take up a portion of KNDS securities as a principal position and, in that capacity, may retain, purchase, sell, or offer to sell for its own account such KNDS securities and other KNDS securities or related investments in connection with the IPO or otherwise. In addition, each of the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which each of the Banks and any of their affiliates may from time to time acquire, subscribe for, hold or dispose of KNDS securities. None of the Banks or their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

KNDS may decide not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Information for distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, KNDS securities the subject of the IPO have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of KNDS securities may decline and investors could lose all or part of their investment; KNDS securities offer no guaranteed income and no capital protection; and an investment in KNDS securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the IPO.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, subscribe for, or take any other action whatsoever with respect to KNDS securities.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and/or any equivalent requirements elsewhere, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere) may otherwise have with respect thereto, KNDS securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “UK Target Market Assessment”). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of KNDS securities may decline and investors could lose all or part of their investment; KNDS securities offer no guaranteed income and no capital protection; and an investment in KNDS securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the IPO. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to KNDS securities.

Each distributor is responsible for undertaking its own target market assessment in respect of KNDS securities and determining appropriate distribution channels.

Additional Disclaimers

Goldman Sachs Bank Europe SE (“GSBE”), which is authorized and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) in Germany, is acting as financial adviser to KNDS and no-one else in connection with this announcement. Neither GSBE nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than KNDS for providing the protections afforded to clients of GSBE or for providing advice in connection with any matters referred to in this announcement.

^[1] Source: Renaissance Strategic Advisors II, LLC.

^[2] Total capex including investment in RENK in 2025E and PPE capex spending of >€400m.

^[3] Permanent employees.

^[4] Production output increase for selected ramp-up products such as CAESAR and large caliber ammunition.

^[5] Pursuant to Decree No. 2015-1586 of 4 December 2015.