Acquisition of Overseas Konstellation Company S.A.

18 November 2025

Zotefoams plc

("Zotefoams" or "Group")

Acquisition of Overseas Konstellation Company S.A.

Acquisition expands Zotefoams product portfolio, market reach and manufacturing capabilities

Zotefoams, a world leader in supercritical foams, announces it has acquired Overseas Konstellation Company S.A. ("OKC"), a leading producer of high-quality technical foams, headquartered in Anglesola, Spain for a total cash consideration of up to €36.0m (the "Acquisition").

Zotefoams has acquired the entire issued share capital of OKC for an upfront cash consideration of €27.6m, plus a deferred element of up to €8.4m based on OKC's financial performance in 2026. The total consideration represents a valuation multiple of 7x OKC's 2024 EBITDA (€5.3m) all of which will be funded from Zotefoams existing financial resources.

The Acquisition expands the Group's capabilities, adds new markets and channels and supports the Group's strategic priorities.

About OKC

Founded in 1995 and employing 115 people, OKC has built a strong reputation as one of Europe's most agile and innovative foam producers, combining deep material expertise, a large upper mid-market product portfolio, and comprehensive conversion capabilities. Operating from its manufacturing locations in Anglesola and Burgos (Spain), OKC serves industrial customers across several end-use segments aligned with all three of Zotefoams key market verticals - with particular expertise in applications for protective components, acoustic insulation and specialty packaging.

OKC is also one of the first companies in Europe to deliver closed-loop recycling capabilities suitable for foam materials, and it also operates an integrated recycling facility that enables the reprocessing and reuse of foam materials to reduce wastage and drive efficiencies.

For the financial year ended 31 December 2024, OKC generated revenues of €30.1m, of which approximately 45% represented domestic customers and 55% into wider European markets. The business has maintained consistent profitability in recent years, achieving an EBITDA of €5.3m in 2024.

Following completion of the Acquisition, OKC will continue to operate from its existing facilities in Burgos and Anglesola, Spain. The current leadership team will remain in place for at least 12 months to ensure continuity for customers, employees, and partners.

The Acquisition is expected to be earnings accretive in its first full year and to contribute positively to Group margins and cash generation over time.

Strategic Rationale

At its Capital Markets Day in March 2025, Zotefoams outlined a strategy to expand beyond its core by moving up the value chain through organic growth and selective M&A, in addition to setting ambitious targets to exceed £300m in revenue and £60m in operating profit over the medium term.

Today's Acquisition marks an important further step in executing this strategy and directly supports the Group's strategic priorities:

Market vertical alignment: The Acquisition is highly complementary of Zotefoams two fastest-growing target verticals, Transport & Smart Technologies and Construction & Other Industrial, while also enhancing the Consumer & Lifestyle segment.

Moving up the value chain: Zotefoams aims to evolve from a raw material supplier to a solutions provider by expanding its finishing and machining capabilities. For industrial customers with high quality and performance requirements, this model ensures quality control, traceability, supply security, and premium positioning. OKC's finishing capabilities, including die-cutting, precision forming, and multi-layer lamination, will enable Zotefoams to deliver complete solutions to clients.

Accelerating through acquisition: Acquiring proven finishing capabilities, customer relationships and technical expertise provides the most capital-efficient route to achieving Zotefoams strategic goals. Building these organically would require similar investment over 3-5 years without the benefit of existing revenues. The Acquisition also creates immediate cross-selling opportunities across complementary customer bases. There is further scope to extend this integrated model more broadly, to accelerate the Group's growth strategy in other key markets.

Geographic balance: Broader-based growth in Europe has been identified as a substantial opportunity for the Group, representing around 35% of targeted 2029 revenue in high-margin industrial applications. Sustaining and growing a strong European base remains key to balanced, long-term growth.

Technology optionality: OKC's recycling technology for cross-linked polyolefin foam is an important differentiator for customers and could become strategically significant to the Group as circular economy demands intensify.

Commenting, Ronan Cox, Group CEO of Zotefoams, said: "We are delighted to announce the acquisition of OKC. As the first significant acquisition under our 'Expanding Beyond the Core' strategy, OKC is a high-quality, complementary addition to Zotefoams. The business aligns closely with our growth ambitions, adding new capabilities, strong customer relationships, and an established European presence.

"As world leaders in supercritical foam technology, this acquisition extends Zotefoams reach through an expanded customer base and broader product portfolio, strengthening our platform for sustainable, long-term growth in new markets and channels."

Also commenting on the Acquisition, Carlos Garcia, CEO of OKC, said: "Joining Zotefoams marks an exciting next step for OKC. We have built a strong business over the last three decades with a reputation for quality, innovation, and service to our customers.

"Joining forces with Zotefoams - a recognised world leader in supercritical foam technology - provides the ideal platform to accelerate our development, expand our product offering, and create new opportunities for our employees and customers across Europe."

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

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About Zotefoams plc

Zotefoams plc (LSE - ZTF) is a world leader in supercritical fluid foam technology, delivering optimal material solutions for the benefit of society. Utilising a variety of unique manufacturing processes, including environmentally friendly nitrogen expansion for lightweight AZOTE® and ZOTEK® high-performance foams, Zotefoams sells to diverse markets worldwide across three market verticals, Consumer & Lifestyle, Transport & Smart Technologies, and Construction & Other Industrial. Zotefoams uses its own materials to manufacture T-FIT® advanced insulation for demanding industrial markets.

Zotefoams is headquartered in Croydon, UK, with additional manufacturing sites in Kentucky, USA and Brzeg, Poland (foam manufacture), and foam products conversion in Oklahoma, USA and Jiangsu Province, China (T-FIT).

AZOTE®, ZOTEK®, and T-FIT® are registered trademarks of Zotefoams plc.

www.zotefoams.com