EQS-Adhoc: EPH Group AG: Agreement Reached on the Acquisition of Two Hotel Projects at an Upper Bavarian Lake with Partial Financing via Contribution in Kind Capital Increase

EPH Group AG (“EPH”) today reached a preliminary agreement with a landowner and a holder of a hereditary building right (Erbbaurecht) on the acquisition of two hotel projects at a purchase price in the low double-digit million-euro range.

Both project properties are located at one of the most renowned lakes in Upper Bavaria, Germany. It is planned to develop a 4-star superior category design hotel with approximately 220 beds on one of the properties to be acquired. This design hotel project is currently in the pre-permit stage, prior to the granting of the building permit. On the other property, a boutique hotel is to be developed based on a hereditary building right, for which a building permit has already been granted.

The acquisition of the projects is intended to be structured as an asset deal in each case via two newly incorporated, wholly owned subsidiaries of EPH (the “Project Companies”).

Based on EPH’s “land for equity” model, part of the purchase price claim of the seller of the planned design hotel project in the amount of EUR 2.5 million (the “Contributed Claim”) is not to be settled by the respective Project Company, but is instead to be contributed by the seller to EPH as a contribution in kind in the course of a capital increase with exclusion of the subscription rights of the existing shareholders, in return for the granting of EPH shares.

For the contribution of the purchase price claim to EPH, the seller is to receive a number of newly issued EPH shares corresponding to the nominal amount of the contributed purchase price claim (i.e. EUR 2.5 million), divided by the average closing price (trading price) of the EPH shares over the last 60 trading days prior to the resolution on the capital increase.

The completion of the transaction requires the execution of land purchase agreements in the legally prescribed form. The signing of the final purchase agreements will take place following the successful completion of a detailed due diligence review to be conducted by EPH.

From EPH’s perspective, the transactions are each subject to financing as well as to the receipt of the respective public-law approvals. The implementation of the design hotel project is, in particular, subject to the legally binding granting of the building permit. Regarding the boutique hotel, the guarantees provided by the sellers must also be released by EPH, and the consent of the grantor of the hereditary building right to the change of the project sponsor (change of developer) must be obtained.

2282216  26-Feb-2026 CET/CEST