FUTRUE increases adequate cash compensation under the squeeze-out

FUTRUE increases adequate cash compensation under the squeeze-out

Gräfelfing, October 28, 2025 – Under agenda item 1 of the extraordinary general meeting of PharmaSGP Holding SE convened for October 31, 2025, the Management Board and Supervisory Board propose, at the request of FUTRUE GmbH, to transfer the shares of the remaining shareholders (minority shareholders) of PharmaSGP Holding SE to FUTRUE GmbH as the main shareholder in return for an adequate cash compensation in accordance with Sections 327a et seq. of the German Stock Corporation Act (AktG) (so-called squeeze-out).

The adequate cash compensation was originally set by FUTRUE GmbH at EUR 29.33 per PharmaSGP share. In view of the developments of the capital market and the business performance of PharmaSGP Holding SE in the meantime, ValueTrust, as a neutral expert, has updated its expert opinion. In light of this, FUTRUE GmbH has decided to increase the adequate cash compensation from EUR 29.33 to EUR 30.64 per share and has notified the Management Board of PharmaSGP Holding SE of this increase today.

Due to these developments, the Management Board and Supervisory Board have today amended their resolution proposal on agenda item 1 of the extraordinary general meeting on October 31, 2025, so that it now provides for an adequate cash compensation of EUR 30.64 per share.

The amended resolution proposal and other related documents, in particular, a supplement to the transfer report of FUTRUE GmbH explaining and justifying the adequacy of the adjusted cash compensation, as well as updated statements by the neutral expert and the court-appointed expert auditor, are available on the PharmaSGP Holding SE website under the heading “General Meeting.”

Further, an updated proxy form for instructing the company's proxies, which refers to the amended proposal, is available on the PharmaSGP Holding SE website under the heading “General Meeting.”



CONTACT

cometis AG
Jakob Hafer
Phone: +49-611-20585522
Email: ir@pharmasgp.com


ABOUT PHARMASGP HOLDING SE

PharmaSGP is a leading consumer health company with a diversified portfolio of over-the-counter (OTC) pharmaceuticals and other healthcare products that are marketed with a focus on the pharmacy distribution channel. These products are mostly based on natural active pharmaceutical ingredients with documented efficacy and few known side effects.

The Company’s core brands cover chronic indications, including rheumatic pain, nerve pain and other age-related ailments. In Germany, PharmaSGP is the market leader for systemic chemical-free pain remedies with its brand families RubaXX^® for rheumatic pain and Restaxil^® for neuralgic pain. Furthermore, PharmaSGP also offers leading products against sexual weakness and vertigo symptoms. Since introducing the first product from the current product portfolio in 2012, PharmaSGP has successfully established its business model in other European countries, including Austria, Italy, Belgium, Spain and France. In September 2021, the product portfolio was expanded by the brands Baldriparan^®, Formigran^®, Spalt^® and Kamol^®, thus also strengthening or developing the indications pain and sleep disorder. The sales territory was expanded to include Switzerland and Eastern Europe. In 2024, PharmaSGP generated revenues of €118.8 million at an adjusted EBITDA margin of 31.3%.