EQS-Adhoc: JDC Group AG: Acquisition of 60% of the shares in FMK Compare GmbH and HVG Hanse GmbH

Disclosure of Inside Information pursuant to Article 17 of Regulation (EU) No. 596/2014

NOT FOR DISTRIBUTION, PUBLICATION, OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

• Acquisition of 60% of the shares in FMK Compare GmbH and HVG Hanse GmbH
• Issuance of a bond with a volume of EUR 70 million
• Increase in 2025 annual forecast and 2026 earnings outlook

Wiesbaden, August 4, 2025 – Jung, DMS & Cie. AG, a wholly owned subsidiary of JDC Group AG (ISIN DE000A0B9N37), today signed a purchase agreement to acquire 60% of the shares in FMK Compare GmbH and HVG Hanse GmbH (together referred to as the “FMK Group”).

The FMK Group is a data-driven technology company specializing in digital lead generation, enabling online transactions between companies and consumers. HVG Hanse GmbH, founded in 2023, is active in insurance brokerage.

The acquisition enables JDC to optimize customer access for its affiliated sales partners and thereby increase the utilization of its insurance platform.

The total purchase price consists of a fixed component in the mid-double-digit million euro range and variable components in the form of earn-out payments in the low-double-digit million euro range.

Closing is expected by the end of September 2025. Jung, DMS & Cie. AG and the sellers have also agreed on an option contract (call and put option) for the acquisition of the remaining 40% of the FMK Group.

As a result of the acquisition, JDC Group AG is raising its group-level forecast and now expects consolidated revenues for the 2025 financial year in the range of EUR 260 to 280 million (previously: EUR 245 – 265 million) and EBITDA of EUR 20.5 to 22.5 million (previously: EUR 18.5 to 20.5 million). For 2026, JDC Group AG now expects consolidated EBITDA of at least EUR 35 million.

The purchase price will be financed through the issuance of a senior secured floating rate bond by JDC Group AG with an initial volume of EUR 70 million and a term of four years (the “Bond”).

The Bond is underwritten by international investors through an underwriting agreement and carries a floating interest rate. Placement is scheduled for mid-September. The Bond may be increased through an optional tap issuance to a total volume of up to EUR 160 million (“Tap Issuance”).

The Bond will be issued as a Nordic Bond under Norwegian law and will be secured, among other things, by (i) pledges of shares in key group companies and (ii) assignments of intra-group loans.

Proceeds from the Tap Issuance may be used to finance the variable purchase price components for the acquisition of the FMK Group as well as further corporate acquisitions.

Important Notice
This announcement constitutes an ad-hoc disclosure pursuant to Article 17 of Regulation (EU) No. 596/2014 on market abuse. It does not constitute a financial analysis, advice, or recommendation regarding financial instruments, nor does it contain or constitute an offer or solicitation to purchase or subscribe for securities of JDC Group AG to any person in Australia, Canada, Japan, or the United States of America (the “United States”) or in any jurisdiction where such an offer or solicitation would be unlawful.

The securities mentioned herein 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 or sold in the United States or to U.S. persons, or for the account or benefit of U.S. persons, absent registration or an applicable exemption from the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, or Japan, or to nationals, residents, or citizens of Australia, Canada, or Japan, or for their account or benefit. The offering and sale of the securities mentioned herein have not been and will not be registered under the Securities Act or the applicable securities laws of Australia, Canada, or Japan. There will be no public offering of the securities in the United States.

Certain statements in this ad-hoc announcement are forward-looking statements. Forward-looking statements inherently involve a number of risks, uncertainties, and assumptions that could cause actual results or events to differ materially from those expressed or implied in such statements. These risks, uncertainties, and assumptions could adversely affect the outcome and financial impact of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this ad-hoc announcement.