EQS-Adhoc: EPH Group AG: EPH Group AG extends offer period for new EPH shares until 30 November 2026 and plans to issue another secured corporate bond

On 14 April 2026, EPH Group AG (the “Company”) announced a capital increase pursuant to which its current share capital of EUR 1,000,000 is to be increased to a maximum of EUR 1,142,858 through the issuance of up to 142,858 new no-par-value bearer shares (the “New Shares”), each representing a notional interest in the share capital of EUR 1.00 (the “Capital Increase”). Existing shareholders were initially entitled to exercise their subscription rights from 20 April 2026 to 20 May 2026. Since 21 May 2026, investors in Austria and Germany have had the opportunity to acquire New Shares as part of a public offering. Prior to its originally envisaged expiry on 26 June 2026, the offer period for the public offering was extended until 31 July 2026 at 12:00 noon (CEST).

In light of the currently challenging market environment and the recent decline in the EPH share price, which the Management Board considers not to be justified by the Company’s fundamentals, the Management Board of the Company today resolved to extend the offer period for the public offering in Austria and Germany once again, this time until 30 November 2026 at 12:00 noon (CET). The primary purpose of this further extension is to allow the Company to conclude its ongoing discussions with potential investors.

In addition, the Company plans to issue a further tourism corporate bond with an aggregate principal amount of up to EUR 50 million (the “2026/2033 Notes”). As in the case of the 2025/2032 Notes issued by the Company in 2025 (ISIN: DE000A3L7AM8), the 2026/2033 Notes are intended to be secured by pledges over equity interests in the Company’s subsidiaries and other investee companies. The Company also intends to make an exchange offer to the holders of the 2025/2032 Notes and to the holders of the 2023/2030 Notes (ISIN: DE000A3LJCB4), in each case at an exchange ratio of 1:1. Further details of the 2026/2033 Notes remain to be determined. The public offering of the 2026/2033 Notes is subject to the approval of the relevant securities prospectus by the competent supervisory authority. The subscription period and the exchange offer period are expected to commence at the end of September 2026.

Legal notice / disclaimer:
This announcement constitutes a mandatory disclosure pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation). This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities of EPH Group AG.

The public offering conducted by the Company in connection with the Capital Increase is made solely pursuant to and on the basis of the prospectus published on the Company’s website (www.eph-group.com), approved by the Austrian Financial Market Authority (Finanzmarktaufsicht – FMA) on 15 April 2026 and notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin), as supplemented by the first supplement approved by the FMA on 13 July 2026 (together, the “Prospectus”). The Prospectus sets out the final terms and conditions of the public offering and is available free of charge at the following links: https://eph-group.com/assets/eu-growth-issuance-prospectus,-eph-group-ag.pdf and https://eph-group.com/assets/suplement.pdf (first supplement). Potential investors are strongly advised to read the Prospectus. Approval of the Prospectus should not be understood as an endorsement of the securities by the FMA.

Any public offering of securities by the Company is directed exclusively at persons resident in Austria or Germany. Persons who are not resident in either of these countries are excluded from, and are not being addressed in connection with, any such public offering.

The information contained in this announcement and on the websites referred to herein is under no circumstances intended for persons located in the United States or for U.S. Persons within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Company’s shares have not been and will not be registered under any foreign securities laws, including the securities laws of the United States of America, Canada, Japan or the United Kingdom of Great Britain and Northern Ireland. In particular, the Company’s shares may not be offered or sold in, or delivered directly or indirectly into, the United States of America, Canada, Japan or the United Kingdom of Great Britain and Northern Ireland. The information contained in this announcement and on the websites referred to herein may not be distributed or otherwise transmitted in or into any of the aforementioned jurisdictions.