EPH Group AG finalises stock exchange plans – NuWays AG and Müller Partner Rechtsanwälte GmbH appointed as advisors

EPH Group AG finalises stock exchange plans – NuWays AG and Müller Partner Rechtsanwälte GmbH appointed as advisors

• Listing of shares on the Vienna MTF of the Vienna Stock Exchange
• Foundation for financing long-term growth strategy

Vienna, 29 July 2025 – Following the ad hoc announcement dated 9 July 2025, EPH Group AG is providing further details on the planned listing of its shares on the Vienna MTF of the Vienna Stock Exchange (direct market or direct market plus). As previously reported, the stock exchange listing is part of a strategic capital market transaction that initially involves a cash capital increase – primarily among existing shareholders – followed by a capital increase through contributions in kind for the acquisition of three additional hotel projects.

Previous financing strategy: bond issues as a starting point

With the listing of its shares, EPH is taking the next logical step in its capital market financing strategy, which has already seen the issuance of two bonds. With the planned stock market listing, EPH aims to place its long-term growth strategy on a broader and more stable financial footing, sustainably increase its visibility and presence on the capital market, and improve the liquidity and tradability of its shares. In addition, the move is intended to facilitate access to additional sources of capital.

Experienced partners on board

EPH is being supported in the implementation of the stock exchange listing by NuWays AG as lead manager. NuWays is an independent capital market advisor focusing on German-speaking SMEs and supports growth-oriented companies with equity strategies, placements and investor relations. Emerging from Hauck Aufhäuser Investment Banking, NuWays has extensive capital market expertise and a strong network in the institutional and semi-professional investor environment. Numerous successfully completed IPOs and capital measures in German and Austrian trading segments underscore NuWays' high level of transaction expertise and market and industry knowledge.

Müller Partner Rechtsanwälte GmbH ("Müller Partner") is acting as legal advisor to EPH. Müller Partner is a specialised commercial law firm focusing on capital market, corporate and real estate law, among other areas. The firm regularly advises on capital market transactions for medium-sized companies and is both a listing partner and capital market coach for the Vienna Stock Exchange.

Preparations for the stock exchange listing have already begun, with completion targeted for the end of September 2025. Further financing options are currently being examined for the period after the stock exchange listing.

End of company announcement

The following ad hoc announcement was published on 9 July 2025:

EPH Group AG: Agreement reached on the acquisition of three additional hotel projects via a capital increase through contributions in kind, stock market listing of shares and cash capital increase planned.

Vienna, 9 July 2025: EPH Group AG ("EPH") today reached an agreement in principle with two property owners whereby EPH will acquire three hotel projects from the sellers for an unencumbered purchase price in the low double-digit million euro range. The properties are located on the Großglockner, in the Ossiacher See area and in the Kalkalpen National Park, where new hotel projects are to be developed. The relevant zoning permits have already been obtained. All three projects are in the pre-building permit stage.

The acquisition of the projects is planned as an asset deal through three newly established subsidiaries of EPH, in which EPH will hold a 90% stake and the respective seller a 10% stake (the "project companies"). The purchase price receivables of the sellers from the project companies, amounting to approximately EUR 3.35 million after deduction of bank liabilities encumbering the project properties (the "contributable receivables"), are not to be settled by the project companies, but are to be contributed by the sellers to EPH in exchange for shares in EPH as a contribution in kind through a capital increase excluding the subscription rights of existing shareholders. The bank liabilities encumbering the project properties in the higher single-digit million range are to be refinanced 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, 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 determined by dividing the receivables to be contributed by the reference price for the stock exchange listing on the Vienna MTF of the Vienna Stock Exchange.

Prior to the inclusion of the shares in the Vienna MTF, a cash capital increase at EPH is planned, mainly from the existing shareholder group, in the amount of EUR 430,000 to EUR 930,000 through the injection of own funds 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, subject to the satisfactory completion of the due diligence review still to be carried out by EPH. The listing of EPH shares on the stock exchange is planned for the end of September 2025, with the implementation of the capital increase through contributions in kind scheduled for the end of the year. Following the closing of the capital increase through contributions in kind and the cash capital increase by EUR 930,000, EPH's equity based on the balance sheet as at 31 December 2024 would improve from EUR -1.5 million to around EUR 2.8 million, which would correspond to an equity ratio of around 27.5%.

About EPH Group AG:

EPH Group AG consists of a group of investors, project developers, hotel real estate, financing and capital market experts. The company plans to build a diversified portfolio of high-yield hotels and resorts in the premium and luxury segment in Austria, Germany and other top European destinations. Thanks to the EPH team's many years of experience, it has excellent market access and a full acquisition pipeline. EPH Group AG works with leading hotel and tourism consulting companies in Austria and Germany in the areas of feasibility studies, due diligence, valuation, contract management, M&A, portfolio strategy, development and construction. This allows the company to draw on comprehensive expertise and develop the best possible strategy for each project.

Further information can be found at www.eph-group.com.

Investor /press contact:

max. Equity Marketing GmbH

Maximilian Fischer

Marienplatz 2

80331 Munich

Tel.: +49 89 139 2889

Email: m.fischer@max-em.de