Shelly Group SE Shelly Group Has Entered Into an Investment Agreement With Schneider Electric on the intended Voluntary Public Takeover supported by the founders

Shelly Group Has Entered Into an Investment Agreement With Schneider Electric on the intended Voluntary Public Takeover supported by the founders
 

• Schneider Electric intends to offer EUR 70.00 in cash for each Shelly Group share
• Offer values Shelly Group at approximately EUR 1.2 billion and represents a 27% premium to the unaffected reference price[1]
• Shelly Group welcomes the proposed Transaction and has agreed the main terms on which it would facilitate the intended Offer; both founders of Shelly Group support the Offer
• Subject to regulatory approvals and shareholder acceptance, closing is expected by Q1 2027

Sofia / Munich, 24 September 2026 – Shelly Group SE (Ticker: SLYG / ISIN: BG1100003166) (“Shelly Group”), a provider of IoT and smart building solutions based in Sofia, Bulgaria, has entered into an Investment Agreement with SE 2026 A SAS (“Bidder”), a wholly-owned subsidiary of Schneider Electric SE (“SE”), to set out the terms on which Shelly Group would support Schneider Electric’s intended voluntary public tender offer for all outstanding shares in Shelly Group (the ‘Offer’). Schneider Electric intends to offer EUR 70.00 in cash for each Shelly Group share.

The proposed transaction is intended to support Shelly Group’s next phase of development as an international technology and platform company. It is expected to combine Shelly’s technology platform and customer proximity with Schneider Electric’s global reach, resources and energy-management expertise, while preserving Shelly Group’s entrepreneurial culture, organization and workforce in Bulgaria.

At the Offer price, Shelly Group is valued at approximately EUR 1.2 billion, representing a premium of 27% to the unaffected reference price¹ as of July 28, 2026, and a premium of 22% to the reference price[2] as of September 23, 2026. Based on the information available, the Board of Directors has taken the preliminary view that the transaction, if made at the above price, would be in the interests of Shelly Group, its shareholders, employees, and other stakeholders. The Investment Agreement sets out the terms on which the Company would support the registration and conduct of the offer, if made on those terms. It is also the Board of Directors’ understanding that the proposed transaction is supported by the Company’s two founding shareholders, who together hold approximately 57% of its share capital. Subject to regulatory approvals and a minimum acceptance threshold of 95%, closing is expected by Q1 2027.
Board and Founders Back the Offer and Shelly Group’s Future

It has been disclosed to the Board of Directors that Dimitar Dimitrov, Co-Chief Executive Officer and holder of approximately 29% of Shelly Group’s shares, has committed to tender his shares into the expected Offer, if made, and to reinvest a portion of the proceeds alongside Schneider Electric, demonstrating continued commitment to Shelly Group’s future development. He is expected to remain Co-Chief Executive Officer of Shelly Group together with Mr. Wolfgang Kirsch, ensuring continuity in Shelly Group’s management following completion of the transaction.

The Board of Directors has also been informed that Svetlin Todorov, Co-Founder and holder of approximately 28% of Shelly Group’s shares, held by him directly and via his own company Salisto Holdings, has agreed to sell all shares controlled by him in two tranches. The first tranche comprises 5% of Shelly Group’s share capital; the second tranche comprises approximately 23% and remains subject to merger-control clearance.

No offer has been registered or published and no offer to acquire shares in the Company is currently being made.

Following clearance by the Bulgarian Financial Supervision Commission (“FSC”) and publication of the offer document, the Board of Directors will publish its reasoned opinion in accordance with applicable Bulgarian securities law.
EUR 70.00 Cash Offer Values Shelly Group at Approximately EUR 1.2 Billion

The Offer also represents a premium of 27% to the unaffected reference price¹. It will be subject to customary regulatory approvals and a minimum acceptance threshold that would result in the Bidder holding at least 95% of Shelly Group’s share capital.

Should the Offer be successful, Schneider Electric intends to take steps aimed at obtaining full ownership of Shelly Group and pursuing a potential delisting, in each case subject to applicable law and regulatory approvals.
Accelerating Shelly Group’s Next Phase of Growth

Shelly Group has developed from a provider of connected devices into a software-led platform for home energy management and smart buildings. Its growth model combines interoperable hardware with cloud-enabled services, open interfaces and an expanding ecosystem of professional users and technology partners.

This platform approach enables Shelly Group to connect energy consumption, generation, storage and automation across a growing range of residential and small-building applications. It creates the basis for deeper customer relationships, additional software and subscription opportunities, and the integration of Shelly technology into the products and solutions of other manufacturers.

Shelly Group believes that Schneider Electric’s global reach, resources and expertise in energy management could help accelerate the international scaling of this strategy. The proposed partnership is expected to support the next phase of Shelly Group’s growth while preserving its entrepreneurial culture, technology capabilities and organizational base in Bulgaria.
Shelly Group to Maintain Headquarters, Organization and Workforce

The Investment Agreement arranges for Schneider Electric’s intention to maintain Shelly Group’s headquarters in Bulgaria as well as the existing geographical footprint of its operations and to preserve the Company’s existing organizational structure and workforce, including its research and development, engineering, sales, operations and management functions, for at least three years following completion of the transaction. The transaction is intended to support the continued development of Shelly Group and its team in Bulgaria.

Shelly Group’s engineering and research and development teams will remain central to the Company’s future development. The proposed partnership is expected to provide access to additional resources and a global platform for the continued expansion of Shelly Group’s technology and international business.
FSC Clearance Expected in Late 2026; Closing Expected in Q1 2027

Compliant with the applicable law, the Bidder is expected to register an offer with the FSC within 3 business days and FSC clearance is expected by the end of November or the beginning of December 2026. Subject to satisfaction of all conditions, closing of the transaction is expected by Q1 2027.
Dimitar Dimitrov, Co-Chief Executive Officer and Co-Founder of Shelly Group, said: “When we listed the Company on the Bulgarian Stock Exchange in 2016, our ambition was to show that a technology company built in Bulgaria could create products that matter to users around the world. Since then, we have built Shelly into an international brand, broadened our product range, expanded our team and remained faithful to a simple principle: making smart technology practical, open and accessible. This progress was made possible by the creativity and dedication of our people. With Schneider Electric as a long-term partner, we can bring Shelly’s technology to more homes and buildings globally, while retaining the entrepreneurial spirit, product focus and Bulgarian roots that have defined us from the beginning.”
Wolfgang Kirsch, Co-Chief Executive Officer of Shelly Group, added: “Over the past five years, we have developed Shelly from a fast-growing smart home product business into an international technology and platform company. Our secondary listing in Frankfurt in 2021 marked an important step in opening Shelly Group to international investors. Since then, we have broadened our portfolio, expanded across Europe, built a growing professional ecosystem and, this year, became the first Bulgarian company to join the SDAX. This progress is the achievement of our people and the foundation for our next phase of growth. With Schneider Electric, we see the opportunity to combine Shelly’s entrepreneurial culture, open technology platform and customer proximity with global reach and additional resources, while remaining firmly anchored in Bulgaria.”
Advisers

J.P. Morgan SE is acting as sole financial advisor and Djingov, Gouginski, Kyutchukov & Velichkov is acting as legal advisor to Shelly Group.
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.
^[1] Reference Price for Bulgarian public tender offers is the daily 6-month volume weighted average price (“VWAP”) on the most actively traded market. Following market rumors relating to the transaction on July 29, 2026, the unaffected Reference Price, calculated as of the preceding trading day, amounted to EUR 55.2 per share.

^[2] The Reference Price, calculated as the daily 6-month VWAP on the most actively traded market, amounted to EUR 57.5 per share as of September 23, 2026.