The Board of Directors of Episurf has resolved on an issue of Class B shares as part of the consideration for the acquisition of property assets

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 authorisation granted by the Company's Annual General Meeting held on 25 May 2026, resolved on an issue of Class B shares to KlaraBo Empire Top Holding AB ("KlaraBo") as part of the consideration to be paid for the acquisition of all shares in KlaraBo Empire Holding AB ("KlaraBo Empire Holding"), including its property portfolios.

On 26 January 2026, it was announced that Episurf had entered into an agreement (the "Agreement") with KlaraBo regarding the acquisition of all shares in KlaraBo Empire Holding, with payment to be made by way of promissory notes (the "Acquisition").[1] Further, on 26 June 2026, Episurf and KlaraBo entered into a supplementary agreement to the Agreement, pursuant to which Episurf transferred all of its rights and obligations under the Agreement to its subsidiary Goldcup 40044 AB (u.n.t. EPI Empire Holding AB), and the transfer was restructured so that closing (Sw. tillträde) of part of the portfolio comprising the property Bollnäs Häggesta 7:101 (the "Second Partial Completion") is deferred to take place no later than 30 December 2027, approximately 18 months after the initial closing of KlaraBo Empire Holding AB and the part of the property portfolio being completed in connection therewith (the "First Partial Completion").[2] The purchase price of approximately MSEK 361 million shall be paid by way of three promissory notes.

As part of the payment of the consideration to KlaraBo, the Board of Directors of Episurf has, on the date of this press release, by virtue of the authorisation granted by the Company's Annual General Meeting held on 25 May 2026, resolved to issue 2,888,888,888 Class B shares to KlaraBo by way of off-setting the promissory note of MSEK 130 that has been paid as part of the consideration for the Acquisition (the "Set-Off Note") at a subscription price of SEK 0.045 per Class B share (the "Issue").

The reason for the deviation from the shareholders' preferential rights is to enable the fulfilment of the Company's previously announced commitments as a result of the acquisition of KlaraBo Empire Holding from Klarabo.

Through the Issue, the number of shares in Episurf will increase by 2,888,888,888 Class B shares, from a total of 6,930,837,945 shares to 9,819,726,833 shares, and the number of votes in Episurf will increase by 2,888,888,888, from 6,931,784,659 to 9,820,673,547. The Company's share capital will increase by SEK 28,888,888.88, from SEK 69,308,379.45 to SEK 98,197,268.33. For existing shareholders, this entails a dilution effect of approximately 29.42 per cent of the share capital as well as the votes in the Company.

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 Issue.

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 13:42 CEST on 3 July, 2026.

About Episurf Medical AB

Episurf Medical is a real estate company with exposure to a diversified portfolio of real estate assets. The Company aims to create value growth through the acquisition and management of Nordic properties. The Company also conducts medtech operations based on the individualized implant Episealer® and associated surgical instruments, used to treat cartilage damage in joints. Episurf Medical's head office is located 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 Issue 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 Issue 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 paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) 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.