EQS-Adhoc: REPLOID Group AG resolves to issue convertible notes in an aggregate principal amount of up to EUR 30 million

REPLOID Group AG resolves to issue convertible notes in an aggregate principal amount of up to EUR 30 million

• Issuance of convertible notes in an aggregate principal amount of up to EUR 30 million
  • Interest rate: 2.5% p.a.
  • Unsecured and subordinated
  • Conversion window: August 15, 2027 to September 9, 2027; 20% discount to the reference valuation
• Minimum subscription amount of EUR 100,000 per investor; mandatory conversion; no public offering

The Executive Board of REPLOID Group AG, ISIN: AT0000A3HRX5 ("REPLOID"), today resolved, with the approval of the Supervisory Board, to issue convertible notes in an aggregate principal amount of up to EUR 30,000,000 (the "Issuance").

REPLOID's Annual General Meeting held on September 14, 2026 authorized the Executive Board, pursuant to Section 174(2) of the Austrian Stock Corporation Act (Aktiengesetz, "AktG") and with the approval of the Supervisory Board, to issue convertible notes excluding shareholders' statutory subscription rights, and resolved to expand the Conditional Capital 2025 so that it also serves the conversion rights arising from this Issuance. As resolved, the Conditional Capital 2025 comprises up to 831,607 shares.

Legal basis and key terms of the issuance

Under the convertible notes, the lenders will grant the Company an unsecured and subordinated loan bearing interest at a rate of 2.5% p.a. The lenders are required to convert the loan into REPLOID Group AG shares by exercising the conversion right during the conversion window from August 15, 2027 to September 9, 2027. The purchase price per share will be determined based on a reference valuation of REPLOID (company valuation, average share price, or most recent stock exchange price), less a 20% discount. The minimum subscription amount per investor is EUR 100,000. Subscriptions may be submitted through and including December 31, 2026. REPLOID aims to achieve a market capitalization of EUR 1 billion by 2030 at the latest. Accordingly, the Company intends to use the incoming cash proceeds for investments in the continued growth of the Group.

The convertible notes will not be offered to the public; rather, they will be offered for subscription exclusively to a closed group of individually selected investors who are approached directly.

Important Notice

This announcement is a mandatory disclosure of inside information pursuant to Article 17 of the Market Abuse Regulation (EU) No 596/2014. It does not constitute financial analysis, nor advice or a recommendation regarding financial instruments, nor does it constitute an offer, solicitation, or invitation to buy or sell securities of REPLOID Group AG.

2400538  16-Sep-2026 CET/CEST