Change to the subscription price for a capital increase against cash contributions from authorised capital, and non-completion of the acquisition of the Simsfossen and Nunelva run-of-river power stati

NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR CIRCULATION, WHETHER IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS ANNOUNCEMENT IS UNLAWFUL.

DWK Deutsche Wasserkraft: Change to the subscription price for a capital increase against cash contributions from authorised capital, and non-completion of the acquisition of the Simsfossen and Nunelva run-of-river power stations

Hamburg, 29 May 2026 – The Management Board and Supervisory Board of DWK Deutsche Wasserkraft AG (“DWK”, ISIN: DE000A2AAB74) have today decided, following an assessment of current investor demand, to adjust the placement price for the capital increase against cash contributions from authorised capital, resolved on 19 February 2026 with the exclusion of shareholders’ subscription rights, from EUR 1.80 to EUR 1.10. This corresponds to a premium of approximately 5% on the closing price of DWK shares on the last trading day prior to the resolution. The issue volume is thus reduced to a maximum of approximately EUR 655,000.

Consequently, due to a lack of sufficient funds, the acquisition of the Simsfossen and Nunelva run-of-river power stations in Norway, agreed on 7 November 2025, is unlikely to go ahead. In the event of this, a break-up fee of approximately EUR 45,000 has been agreed with the sellers.

 

Important Information

This announcement is not for publication, distribution or transmission, in whole or in part, directly or indirectly, in the United States of America (including its territories and possessions) (“United States” or “USA”), Canada, Japan or Australia, or in any other jurisdiction where such an announcement might be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions, and persons in possession of this document or other information referred to herein should inform themselves of and observe such restrictions. Any failure to comply with these restrictions may constitute a breach of the securities laws of such a jurisdiction.

This announcement does not constitute an offer or a solicitation of an offer to purchase or subscribe for securities to any person in Germany, the United States of America or any other jurisdiction. Neither this announcement nor its contents form the basis of an offer in any jurisdiction or may be relied upon in connection with any such offer.

The securities referred to 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) unless such registration is in place, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States of America or in any other jurisdiction. The securities referred to herein may not be offered or sold in Australia, Canada or Japan, or to, or for the account or benefit of, nationals, residents or citizens of Australia, Canada or Japan. The offer and sale of the securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.

In the Member States of the European Economic Area (EEA), any offer of the securities referred to herein shall be made only to qualified investors or pursuant to another exemption from the prospectus requirement for securities offers under Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). DWK Deutsche Wasserkraft AG has not authorised, nor does it authorise, the making of an offer of securities in circumstances where an obligation to publish or supplement a prospectus for such an offer arises for DWK Deutsche Wasserkraft AG or any other person.

In the United Kingdom, this announcement is directed at and/or is intended solely for persons who are (i) “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as that Regulation has been transposed into domestic law by the European Union Withdrawal Act 2018 (Withdrawal Act) of 2018, and who are also “investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high-net-worth companies, and other persons to whom this publication may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom this publication may lawfully be communicated (all such persons together, “Relevant Persons”). This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement or its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be conducted only with Relevant Persons. This announcement has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom will be made only pursuant to an exemption from the requirement to publish a prospectus for offers of securities under Section 86 of the Financial Services and Markets Act 2000. DWK Deutsche Wasserkraft AG has not authorised, nor does it authorise, the making of an offer of securities in circumstances where an obligation arises for DWK Deutsche Wasserkraft AG or any other person to publish or supplement a prospectus for such an offer.

Insofar as this announcement contains forecasts, expectations or statements, estimates, opinions and predictions regarding the anticipated future development of DWK Deutsche Wasserkraft AG (“forward-looking statements”), these are based on the current views and assumptions of the management of DWK Deutsche Wasserkraft AG, which have been made to the best of their knowledge. Forward-looking statements can be identified by terms such as “believe”, “estimate”, “anticipate”, “expect”, “intend”, “will” or “should”, as well as their negatives and similar variations or comparable terms. Forward-looking statements cover all matters that are not historical facts. Forward-looking statements reflect various assumptions derived from the current business planning of DWK Deutsche Wasserkraft AG or from public sources, which have not been independently verified or assessed by DWK Deutsche Wasserkraft AG and which may prove to be correct or incorrect. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the financial position, profitability, development or results of DWK Deutsche Wasserkraft AG, or the performance of the sectors in which DWK Deutsche Wasserkraft AG operates, to differ materially from the financial position, profitability, development or results expressly or implicitly assumed or described in these forward-looking statements. In view of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. DWK Deutsche Wasserkraft AG accepts no liability or warranty in respect of such forward-looking statements. DWK Deutsche Wasserkraft AG will not update the information, forward-looking statements or conclusions in this announcement to reflect subsequent events or circumstances, nor will it correct any inaccuracies that may arise after the date of this press release due to new information, future developments or otherwise; it will not adjust these to future results and developments and assumes no obligation to do so.

In accordance with EU product governance requirements, the new shares have been subject to a product approval process in which each distribution partner has determined that these new shares: (i) are compatible with a target market of retail investors and investors meeting the criteria for professional clients and eligible counterparties, as defined in MiFID II; and (ii) are suitable for distribution through all distribution channels permitted under MiFID II. Each distribution partner subsequently offering the shares is responsible for conducting its own target market assessment in relation to the shares and determining appropriate distribution channels.