EQS-Adhoc: Brockhaus Technologies AG launches public share buyback offer of approx. €90 million for up to 3,592,000 shares

Brockhaus Technologies AG launches public share buyback offer of approx. €90 million for up to 3,592,000 shares

Not for release, distribution or publication, directly or indirectly, in or into the United States of America, Canada, Australia or Japan or any other jurisdiction in which such release, distribution or publication would be unlawful under applicable law. Further restrictions apply. Please refer to the important notices at the end of this ad hoc announcement.

Frankfurt am Main, September 24, 2026

The Management Board of Brockhaus Technologies AG (BKHT, ISIN: DE000A2GSU42, “Brockhaus Technologies” or the “Company”) today resolved, with the approval of the Supervisory Board, to make a public off-market share buyback offer (the “Buyback Offer”) to the Company’s shareholders at a purchase price of €25.00 per share (the “Offer Price”).

The Buyback Offer has a total volume of €90 million (less transaction costs) and is limited to a maximum of 3,592,000 shares.

The Offer Price equals the arithmetic mean of the closing auction prices of the Company’s shares (“BKHT Shares”) in XETRA trading on the Frankfurt Stock Exchange on the three trading days immediately preceding today (the “Reference Market Price”), plus a premium of 18.86% on the Reference Market Price. The Reference Market Price calculated on this basis is €21.03.

The acceptance period for the Buyback Offer begins on September 28, 2026, at 00:00 (CEST) and ends on October 9, 2026, at 24:00 (CEST).

The Company’s shareholders are entitled to tender rights. Each BKHT Share confers one tender right. In accordance with the tender ratio of 3:1 set by the Company, 3 tender rights are required to accept the Buyback Offer for 1 BKHT Share.

BKHT shareholders may sell their tender rights to the extent that they do not wish to participate in the Buyback Offer. They may also purchase additional tender rights if they wish to tender more BKHT Shares.

For this purpose, the tender rights will be admitted to trading on the regulated market of the Frankfurt Stock Exchange from September 30, 2026, with simultaneous admission to the sub-segment with additional post-admission obligations (Prime Standard) and will be tradable until October 6, 2026, under ISIN DE000A41YGE8 and WKN A41YGE, assigned for this purpose.

In addition, shareholders may tender BKHT Shares as part of a final allocation during the acceptance period. No tender rights are required to tender BKHT Shares as part of the final allocation. However, BKHT Shares tendered as part of the final allocation will only be considered to the extent that the maximum buyback volume of 3,592,000 BKHT Shares has not been exhausted and the Company can still purchase shares under this Buyback Offer. Further details are set out in the offer document.

The Buyback Offer is based on the resolution adopted under agenda item 11 at the Company’s Annual General Meeting held on August 19, 2026, concerning the reduction of the share capital through the cancellation of shares under the simplified procedure, with a total payout of €90 million (less transaction costs).

Further details of the Buyback Offer are set out in the Company’s offer document. The offer document will be available in German and in a non-binding English version from today, September 24, 2026, on the Company’s website at https://ir.brockhaus-technologies.com under “Investor Relations – Share Buyback Offer”. The German version of the offer document will also be uploaded to the German Federal Gazette (Bundesanzeiger) for publication.

Contact:
Brockhaus Technologies – Florian Peter
Phone: +49 69 20 43 40 90
Fax: +49 69 20 43 40 971
Email: ir@brockhaus-technologies.com

Important Notices

This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended for transmission to or use by, any person who is a citizen or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, dissemination or use of this announcement would violate applicable law or require any registration or authorisation within that jurisdiction.

Neither this announcement nor its contents may be published, used, distributed or disseminated in the United States of America, whether by use of the mails or any other means or instrumentality of interstate or foreign commerce or any facility of a national securities exchange in the United States of America. This includes, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet. Copies of this announcement and any other related documents must not be sent or transmitted into or within the United States of America. Shareholders who are located in the United States or have their registered office, residence or habitual abode there, or who act for the account or benefit of such persons, are not entitled to participate in the share buyback offer or to exercise the tender rights described in this announcement. Offer documents, when issued, will not be distributed or sent into the United States.

The tender rights associated with the share buyback offer have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of the tender rights will be made in the United States. BKHT shareholders (whether or not they are US shareholders) who are “affiliates” (within the meaning of the US Securities Act) of the Company are subject to certain US transfer restrictions in respect of the tender rights.

This announcement constitutes neither an offer to purchase securities nor a solicitation of an offer to purchase securities of the Company in the United States of America, Germany or any other country.

This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Brockhaus Technologies AG and involve known and unknown risks and uncertainties that may cause actual results, outcomes or events to differ materially from those expressed or implied in such statements. Actual results, outcomes or events may differ materially from those described due to, among other things, changes in the general economic environment or competitive situation, risks relating to capital markets, exchange rate fluctuations and competition from other companies, changes in foreign or domestic legal frameworks, particularly with regard to the tax environment, that affect Brockhaus Technologies AG, or other factors. Brockhaus Technologies AG assumes no obligation to update any forward-looking statements.