Empire Brand Building AG: Capital increase of Empire Brand Building AG - Complete takeover of subsidiaries and strategic consolidation

Publication of inside information pursuant to Article 17 MAR

Cham – The Board of Directors of Empire Brand Building AG ("EBB AG") has approved a capital increase of one million new shares with a nominal value of CHF 0.12 per share. The company's share capital will thus increase from three million to four million shares.

As part of this transaction, the previous minority stakes in the subsidiaries EBB Germany GmbH, Baddeldaddel.de GmbH, and Cleopatra Commerce GmbH were transferred to Empire Brand Building AG. Prior to the transaction, Empire Brand Building AG held 70 percent of the shares in EBB Germany GmbH and 74.9 percent each in Baddeldaddel.de GmbH and Cleopatra Commerce GmbH. With the transfer of the remaining minority stakes, Empire Brand Building AG now holds 100 percent of the shares in these companies.

The new shares will be subscribed for by the existing minority shareholders of the subsidiaries in proportion to their existing shareholdings. Philip Färfers has waived the 25,000 shares to which he was entitled in this transaction. The Board of Directors has transferred the subscription rights for a portion of the new shares to the subsidiaries and reserves the right to grant subscription rights for the shares not subscribed for by the minority shareholders in accordance with the Articles of Association and in consideration of the interests of the shareholders:

Baddeldaddel.de GmbH subscribes one hundred and fifty thousand shares

EBB Germany GmbH subscribes for fifty thousand shares

Cleopatra Commerce GmbH subscribes for fifty thousand shares

This subscription allows the subsidiaries to secure independent financing and maintain strategic flexibility through targeted disposals within one year. The shares subscribed by the subsidiaries are not intended for permanent ownership and will be sold within the specified period.

The capital increase was carried out as a cash capital increase in order to implement the transfer of shares in the subsidiaries efficiently and without the additional valuation effort of a traditional capital increase in kind. The subscription rights of existing shareholders were offered but not exercised. The capital increase was legitimized by a resolution of the Annual General Meeting. By not subscribing, the shareholders indirectly supported this structural approach, which made it possible to implement the chosen structure. Although the capital increase mathematically leads to an increase in the outstanding shares, it is economically offset by the complete takeover of the subsidiaries.

The resolutions required for implementation have already been passed, and implementation is now taking place within the framework of legal requirements. The application for entry in the commercial register has not yet been submitted and will be made in accordance with legal requirements after the necessary steps have been completed. The payment for the capital increase has not yet been made and will be made on time in accordance with legal requirements.

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