Episurf Medical

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR DISCLOSURE WOULD BE IN VIOLATION OF APPLICABLE LAWS OR REQUIRE ADDITIONAL REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

The Board of Directors of Episurf Medical AB (publ) ("Episurf" or the "Company") has today, by virtue of the authorization granted by the extraordinary general meeting held on 10 February 2026, resolved on an issue of Class B shares, convertible debentures that are convertible into Class B shares, and warrants that can be used to subscribe for Class B shares, to Frusipe Intressenter Holding AB (the "Seller"), as part of the consideration to be paid for the acquisition of the Seller's, at the time of the acquisition, wholly owned subsidiary Frusipe Intressenter Target 1 AB (the "Target Company"), including its property portfolios (the "Acquisition").

On 30 December 2025, Episurf announced that Episurf had entered into an agreement with the Seller regarding the acquisition of all shares in the Target Company, at the time a wholly owned subsidiary of the Seller, with payment to be made by, inter alia, promissory notes that can be repaid through newly issued Class B shares, convertible debentures that are convertible into Class B shares and warrants convertible into Class B shares.[1]

As part of the execution of the Acquisition, Episurf's Board of Directors has today, by virtue of the authorization granted by the extraordinary general meeting held on 10 February 2026 and with regard to the Seller's election of the division between the Class B shares and convertible debentures,[2] resolved to issue 700,238,622 Class B shares, 87,380,906 convertible debentures that are convertible into 1,941,797,911 Class B shares, and 4,681,338,198 warrants that can be used to subscribe for 4,681,338,198 Class B shares, to the Seller, as part of the payment for part of the consideration to be paid for the Acquisition (the "Issues"). The preliminary purchase price for the Acquisition amounts to approximately SEK 1,147 million and has been paid with promissory notes.[3]

Approximately SEK 377 million of the promissory notes, which become due for payment on 30 June 2026, will be repaid by Episurf issuing Class B shares and convertible debentures to the Seller, with payment by way of offsetting the promissory notes. Approximately SEK 119 million of these promissory notes are repaid now through Episurf's issuance of Class B shares and convertible debentures to the Seller, with payment by way of offsetting the promissory notes. The Class B shares issued in the new issue of shares, and the Class B shares resulting from the conversion of the convertible debentures, have a subscription price of SEK 0.045 per Class B share.

Episurf will, due to the promissory note of SEK 350 million due in Q3 2029, issue warrants to the Seller. The warrants are issued free of charge and will, when all warrants have been issued, entitle the holder until Q3 2029 to subscribe for a maximum of 10,000,000,000 Class B shares at a subscription price of SEK 0.01, corresponding to the quota value of the shares. 4,681,338,198 of the warrants are issued now. Each warrant used for subscription of Class B shares, reduces the debt of the promissory note by SEK 0.035, which means that Episurf will receive SEK 0.045 (SEK 0.01 as subscription price and SEK 0.035 in reduced promissory note debt).

The Issues are made to the Seller on the basis that they form an integrated part of the Acquisition and are a requirement for the Company to be able to execute the Acquisition. The reason for the deviation from the shareholders' preferential rights is thus to enable the Company to fulfil its commitments under the Acquisition and constitutes an agreement between the shareholders in accordance with the resolutions of the extraordinary general meeting held on 10 February 2026. The subscription prices of the Issues, as disclosed in the Company's press release on 30 December 2025, were determined by negotiations at arm's length basis between the Company and the Seller. In light of this, and given that the subscription price of SEK 0.045 on the date of the Acquisition on 30 December 2025 corresponded to a premium in relation to the Company's previously reported share price, the Board of Directors considered that the subscription prices are in line with market conditions.

Through the new issue of Class B shares, the number of shares in Episurf will increase by 700,238,622 Class B shares, from a total of 2,110,255,768 shares to 2,810,494,390 shares, and the number of votes in Episurf will increase by 700,238,622, from 2,111,202,482 to 2,811,441,104. The Company's share capital will increase by SEK 7,002,386.22, from SEK 21,102,557.68 to SEK 28,104,943.90.[4] For existing shareholders, this entails a dilution effect of approximately 24.92 percent of the share capital and approximately 24.91 percent of the votes in the Company.

Upon the issue of Class B shares, conversion of all convertible debentures now issued into Class B shares, and complete exercise of the now issued warrants for subscription of Class B shares, the number of shares in Episurf will increase by 7,323,374,731 Class B shares, from a total of 2,110,255,768 shares to 9,433,630,499 shares, and the number of votes in Episurf will increase by 7,323,374,731, from 2,111,202,482 to 9,434,577,213. The Company's share capital will increase by SEK 73,233,747.31, from SEK 21,102,557.68 to SEK 94,336,304.99.[5] For existing shareholders, this entails a dilution effect upon full conversion and exercise of approximately 77.63 percent of the capital and approximately 77.62 percent of the votes in the Company after such conversion and exercise.

An exemption document in accordance with Article 1.5, first paragraph, ba and Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council regarding the admission to trading of the newly issued Class B shares in Episurf Medical AB on Nasdaq Stockholm will be registered with the Swedish Financial Supervisory Authority and published on Episurf's website (www.episurf.com) prior to the admission to trading on Nasdaq Stockholm of the newly issued Class B shares.

Advisors

Roschier Advokatbyrå AB is acting as legal advisor to Episurf in connection with the Issues.

For further information, please contact:

Jens Andersson, CEO, Episurf Medical

Tel: +46 (0) 768 55 67 02

Email: jens.andersson@episurf.com

The information was submitted for publication, through the agency of the contact person set out above, at 10:15 CET on February 24, 2026.

About Episurf Medical AB

Episurf Medical is a newly created real estate company with exposure to a diversified portfolio of real estate assets. The Company aims to deliver expansive value creation through Nordic yielding properties, with a focus on commercial and industrial buildings. The Company also has a medical technology business which is based on the individualised implant Episealer® and related surgical instruments, which are used for treating cartilage damage in joints. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, visit the company’s website: www.episurf.com.

THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND IN ENGLISH. IN THE EVENT OF ANY DISCREPANCIES BETWEEN THE LANGUAGE VERSIONS, THE SWEDISH VERSION SHALL PREVAIL.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions, and persons in jurisdictions where this press release has been published or distributed should inform themselves about and comply with such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of an offer to sell or a solicitation of an offer to purchase or subscribe for securities issued by the Company in any jurisdiction where such an offer or solicitation would be in violation of applicable rules or require additional registration or other measures.

This announcement is not a prospectus, information memorandum or exemption document for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.

This press release does not constitute an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Belarus, Canada, Hong Kong, Israel, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United Kingdom, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company. Any information in this press release is provided solely to describe the background to the Issues and does not claim to be complete or exhaustive. No assurance shall be given with regard to the information in this press release nor to its accuracy or completeness.

This press release does not constitute a recommendation for any investors' decisions regarding the Acquisition or Episurf. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release, unless expressly stated otherwise.

In the United Kingdom, this document and other materials relating to the securities referred to herein are distributed and directed only to, and an investment or investment activity related to this document is only available to and will only be available to, "qualified investors" (as defined in the Prospectus Regulation, which is part of UK national law through the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of "professional investors" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth individuals referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as "relevant persons"). Any investment or investment action referred to in this announcement is only available to relevant persons in the United Kingdom and will only be carried out with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not refer to historical facts and can be identified through statements which includes, but is not limited to, terms such as "consider", "expects", "anticipates", "intends", "appreciates", "will", "can", "assumes", "should", "could" and, in any case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company considers that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that the assumptions will occur or that they are correct. Since these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from the forward-looking statements. Such risks, uncertainties, eventualities and other significant factors may cause actual events to deviate significantly from the expectations expressly or implicitly stated in this press release through the forward-looking statements.

The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and each recipient of this press release should not unduly rely on the forward-looking statements in this press release. The information, perceptions and forward-looking statements expressly or implicitly set forth herein are provided only as of the date of this press release and may change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events or circumstances that occur relating to the content of this press release.