Agreement reached on the acquisition of three further hotel projects via capital increase in kind, stock exchange listing of shares and cash capital increase planned

Vienna, July 9, 2025.

EPH Group AG (“EPH”) today reached an agreement in principle with two landowners to the effect that EPH will acquire three hotel projects from the sellers for an unencumbered purchase price in the low double-digit million euro range. These are properties on the Grossglockner, in the Ossiacher See region and in the Kalkalpen National Park, on which new hotel projects are to be developed. The corresponding dedications have already been made. All three projects are at the planning permission stage.

The acquisition of the projects is planned in each case as an asset deal via three newly founded subsidiaries of EPH, in which EPH will hold a 90% stake and the respective seller a 10% stake (the “project companies”). The remaining purchase price claims of the sellers against the project companies of around EUR 3.35 million (the “Claims to be Contributed”) after deduction of bank liabilities on the project properties are not to be settled by the project companies, but are to be contributed to EPH by the sellers in return for shares in EPH as a contribution in kind via a capital increase excluding the subscription rights of existing shareholders. The bank liabilities on the project properties in the high single-digit million range are to be further financed by the financing banks if possible or otherwise repaid by the respective project company. The transaction is therefore subject to financing by EPH.

In the course of the transaction described above, EPH will arrange for its shares to be included in the Vienna MTF of the Vienna Stock Exchange (direct market or direct market plus). The number of new EPH shares to be transferred to the sellers will be calculated by dividing the receivables to be contributed by the reference price for the listing on the Vienna MTF of the Vienna Stock Exchange.

Before the shares are included in the Vienna MTF, a cash capital increase is planned at EPH, mainly from the existing shareholder base, in the range of EUR 430,000 to EUR 930,000 by injecting equity into EPH. Further financing options are currently being examined for the period after the stock exchange listing.

The signing of the property purchase agreements is expected to take place within four weeks, assuming that the due diligence process still to be completed by EPH progresses positively. The stock exchange listing of EPH shares is planned by the end of September 2025 and the implementation of the non-cash capital increase by the end of the year. As a result of the closing of the non-cash capital increase and the cash capital increase, EPH's equity base would improve from around minus EUR 1.5 million to plus EUR 2.8 million, calculated on the basis of EPH's balance sheet as of December 31, 2024 and assuming the implementation of the cash capital increase by EUR 930,000, which would correspond to an equity ratio of around 27.5%.