Summary of options, earn-outs and warrants

Pursuant to a resolution of 3North Partners’ sole shareholder on 19 May 2026, 3North Partners’ Management has subscribed for a total of 530,047 warrants issued by 3North Partners (the “Founder Warrants”, 2026-A), of which

(i) 445,239 Founder Warrants have been subscribed for by TSOEH Oy (the “Founder 1 Warrants”) and
(ii) (ii) 84,808 Founder Warrants have been subscribed for by Seabee Invest Oy (the “Founder 2 Warrants”).

Each of the Founder Warrants entitles the holder to subscribe for one (1) series A share. The subscription price of the Founder 1 Warrants was approximately EUR 0.48 per warrant and the subscription price of the Founder 2 Warrants was approximately EUR 0.05 per warrant. The subscription price for shares subscribed for with the Founder Warrants is EUR 12.00 per subscribed share. The holder of the Founder Warrant has the right to decide that the subscriptions of the Founder Warrants may be made as a net subscription. The Founder Warrants entitle to subscribe for series A shares 30 days after the completion of the listing and the subscription right ceases in five (5) years from the beginning of the subscription period.

Pursuant to a resolution of 3North Partners’ sole shareholder on 19 May 2026, the company’s B-Shareholders (excluding 3North Partners’ Management, who subscribed for Founder Warrants) have subscribed for a total of 1,590,136 Sponsor Warrants issued by 3NP (the “Sponsor Warrants”, 2026-B). Each of the Sponsor Warrants entitles the holder to subscribe for one (1) series A share. The subscription price of the Sponsor Warrants was approximately EUR 0.885 per warrant. The subscription price for shares subscribed for with the Sponsor Warrants is EUR 12.00 per subscribed share. The holder of the Sponsor Warrant has the right to decide that the subscriptions for the Sponsor Warrants may be made as a net subscription. Sponsor Warrants entitle to subscribe for series A shares 30 days after the completion of the listing and the right ceases in 5 years from the beginning of the subscription period.

As replacement for Steady Energy’s cancelled option rights in connection with the completion of the combination between 3North Partners and Steady Energy, 3North Partners issued new option rights without consideration to the holders of Steady Energy’s option rights. The total number of option rights issued was 1,054,760 that entitle their holders to subscribe for 1,054,760 new series A shares. The option rights were issued to the holders of Steady Energy’s option rights whose option rights had been cancelled in connection with the combination. An option agreement was concluded with each holder of option rights to determine, inter alia, how many option rights are issued to each holder of option rights. The subscription price of a series A share subscribed for with an option right is EUR 0.01. Unless otherwise resolved by the Board of Directors, the option rights may not be transferred or pledged.

In connection with the completion of the combination between 3North Partners and Steady Energy, 3North Partners issued Investor Options to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Co-Investors"), who had, subject to certain conditions, provided irrevocable commitments to subscribe for new series A shares in 3North Partners in the Private Placement. All Co-Investors were issued without consideration one (1) Investor Option for every three (3) series A shares subscribed for by the Co-Investor, entitling them to subscribe for one (1) new series A share with a subscription price of EUR 11.50 per share. A maximum of 2,327,664 Investor Options were issued, which entitle to subscribe for a maximum of 2,327,664 series A shares.

The subscription period for the series A shares to be subscribed for with the Investor Options began when the terms of the Investor Options were registered and continues for five years from the beginning of the subscription period. If the last day of the subscription period is not a banking day, the subscription may be made on the banking day following the last subscription day. The Investor Options have been included in the book-entry system maintained by Euroclear Nordics Ltd and are traded on Nasdaq First North Growth Market Finland. Investor Options are freely transferable. Any transfer or pledge of option rights must be notified to the company in writing without delay; absent such notification, the transfer or pledge shall not be valid. The Board of Directors may also restrict the transferability of option rights in certain countries for legislative or administrative reasons. The last trading day of the Investor Options is 4 trading days before the end of the subscription period of the Investor Options.

With Investor Options, it is possible to subscribe for series A shares in the company during subscription windows. The subscription of shares with Investor Options takes place through the Investor Option holder’s safekeeping account operator. The subscription price of the shares must be paid in connection with the subscription to the bank account indicated by the company. The holder of an Investor Option must request its safekeeping account operator for more detailed instructions on the subscription procedure and the payment of the subscription price. The Board of Directors will register the share subscriptions in the Finnish Trade Register as soon as possible at the end of each subscription window. There are subscription windows four times a year from 1 January to 31 March, 1 April to 30 June, 1 July to 30 September and 1 October to 31 December. Shares subscribed with Investor Options provide the same rights as other series A shares as of the date of registration in the Finnish Trade Register. Finnish law applies to all issued Investor Options.

If a total of more than 50,000 series A shares are subscribed for with Investor Options, the Board of Directors may decide to register the shares subscribed for by such Investor Option holder in the Finnish Trade Register on an accelerated schedule.
With subscriptions for Investor Options, the company raises EUR 11.50 of new capital per subscribed share, i.e., a maximum of EUR 26.8 million in total if the Investor Options are fully subscribed for.

The Board of Directors has the right to require that a shareholder subscribes for series A shares with Investor Options after the day in which the volume-weighted average price of the series A shares on a multilateral trading facility equals or exceeds EUR 18 for at least 20 trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days. For the sake of clarity, the volume-weighted average price for each day of such 20 trading days period has to exceed the threshold amount in question. If the company decides to require using Investor Options for subscribing for series A shares, the company will publish a release on the decision and an additional subscription period for the Investor Options. Holders of Investor Options have 30 days from the date of notification to subscribe for the series A shares at a subscription price of EUR 11.50. Thereafter, unused Investor Options expire as worthless so that the remaining Investor Options are no longer granted subscription periods.

The company has entered into a finance contract with the European Investment Bank (“EIB”) relating to a convertible loan facility of up to EUR 40 million (the “EIB Finance Contract”). Under the terms of the EIB Finance Contract, the loan facility is divided into two tranches: a tranche of up to EUR 30 million (the “Tranche A”) and a tranche of up to EUR 10 million (the “Tranche B”). The company has granted EIB option rights (the “EIB Option Rights”), each EIB Option Right entitling its holder to subscribe for one (1) new series A Share against set-off of amounts outstanding under the loan drawn under the EIB Finance Contract (the “EIB Loan”). The subscription price is EUR 10.00 per share in respect of the Tranche A EIB Option Rights and EUR 11.50 per share in respect of the Tranche B EIB Option Rights. The maximum number of shares that may be subscribed for pursuant to the EIB Option Rights corresponds to the amount outstanding under the EIB Loan at the time of exercise, divided by the applicable subscription price. A maximum number of 3,869,565 EIB Option Rights have been granted under the terms of the EIB Option Rights, comprising: a) a maximum of 3,000,000 EIB Option Rights in connection with the Tranche A (the “Tranche A Option Rights”) and b) a maximum of 869,565 EIB Option Rights in connection with the Tranche B (the “Tranche B Option Rights”), with the EIB Option Rights being allocated in respect of each tranche in proportion to the amount drawn under the relevant tranche. Assuming full drawdown of the EIB Loan, the EIB Option Rights would entitle EIB to subscribe for up to 3,869,565 new series A shares. EIB may exercise the EIB Option Rights, in whole or in part, at any time prior to the maturity of the EIB Loan. Unless otherwise resolved by the Board of Directors, the EIB Option Rights may not be transferred or pledged, other than to a successor or assignee of EIB’s rights under the finance contract governing the EIB Loan.

3North Partners and the sellers of Steady Energy have agreed on an additional purchase price of 4,999,991 new series A shares to be issued to the sellers if the company’s volume-weighted average share price exceeds EUR 15.00 for any ten trading days in any period of 30 trading days within the four years from the completion of the combination, and an additional purchase price of 4,999,991 new series A shares to be issued to the sellers if the company’s volume-weighted average share price exceeds EUR 25.00 for any ten trading days in any period of 30 trading days within five years from the completion of the combination. The maximum additional purchase price is therefore 9,999,982 new series A shares.

Notwithstanding the above, if, prior to the date falling 5 years from the completion of the combination, (i) a public tender offer for the company’s shares becomes unconditional or its conditions are fulfilled or waived such that the offeror is obliged to complete the offer, (ii) a merger in which the company is the merging company becomes unconditional and binding on the company, or (iii) an agreement for the sale of all or substantially all of the company’s assets becomes unconditional (each, a “Take Private Transaction”), the earn-out payments will be deemed to have occurred to the extent the per share valuation implied by the Take Private Transaction exceeds the applicable EUR 15.00 or EUR 25.00 thresholds described above, and the resulting earn-out payments will become due and payable immediately prior to completion of the Take Private Transaction.

Conversely, in case a public tender offer is announced for all shares of the company but such tender offer is not subsequently completed, the period from the announcement of such tender offer until the announcement of the non-completion thereof shall be disregarded for the purposes of determining whether the volume-weighted average price condition set out above has been satisfied. If any period is so disregarded, the end date of the subscription period and the relevant reference period used for calculating the volume-weighted average price condition set out above shall each be extended by the number of trading days so disregarded.