The Board of Directors of Episurf has resolved on an issue of Class B shares and convertibles as consideration for the acquisition of properties and completed a conversion of convertibles

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Episurf Medical AB (publ) ("Episurf" or the "Company") has, as part of the Company's strategy to build a Nordic property platform with a focus on cash flow and return, today, on 1 October 2026, completed the closing of the acquisition of the previously uncompleted property portfolio (the "Hudiksvall Portfolio"), being part of the acquisition of Frusipe Intressenter Target 1 AB (the "Frusipe Acquisition"). As part of the consideration to be paid for the Hudiksvall Portfolio, and in connection with the payment of interest accrued on promissory notes previously issued as part of the consideration for the Frusipe Acquisition, the Board of Directors of Episurf 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 convertibles and Class B shares to Frusipe Intressenter Holding AB ("Frusipe") as well as convertibles to EP Logistik AB. In connection with this, the Board of Directors of Episurf has also received a request for conversion of certain convertible instruments in the Company.

The Convertible Issue

In connection with the closing of the acquisition of the Hudiksvall Portfolio, the Board of Directors of Episurf has, as part of the consideration to be paid for the Hudiksvall Portfolio, pursuant to the authorisation granted by the Company's Annual General Meeting held on 25 May 2026, resolved to issue convertibles convertible into 1,439,555,555 Class B shares at a conversion price of SEK 0.045 per Class B share, to Frusipe Intressenter Holding AB, by way of off-setting a promissory note (the "Frusipe Issue").

The Board of Directors of Episurf has also, as part of the consideration to be paid for the Hudiksvall Portfolio, pursuant to the authorisation granted by the Company's Annual General Meeting held on 25 May 2026, resolved to issue convertibles convertible into 252,670,822 Class B shares at a conversion price of SEK 0.045 per Class B share, to EP Logistik AB, by way of set off of a claim (the "EP Logistik Issue").

The reason for the deviation from the shareholders' preferential rights and the rationale for the subscription price is to enable the fulfilment of the Company's previously announced commitments as a result of the acquisition of the Hudiksvall Portfolio in connection with the Frusipe Acquisition.

The Share Issue

As part of the payment of the consideration to be paid for the Frusipe Acquisition, Episurf issued promissory notes to Frusipe Intressenter Holding AB. As payment for the interest accrued on the promissory notes, which had accrued up to the respective dates of set-off, 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 40,960,295 Class B shares, at a subscription price of approximately SEK 0.045 per Class B share, by way of off-setting accrued interest corresponding to SEK 1,843,213.281 in connection with the Frusipe Acquisition (the "Share Issue", and, together with the Frusipe Issue and the EP Logistik Issue, the "Issues").

The reason for the deviation from the shareholders' preferential rights and the rationale for the subscription price is the need to enable the fulfilment of the Company's previously announced commitments as a result of the Frusipe Acquisition.

Conversion of convertibles

On 24 February 2026, Episurf issued convertibles as part of the consideration in connection with the Frusipe Acquisition. Convertibles in a nominal amount of SEK 46,870,276 have, as of the date of this press release, at the request from holders of convertibles, been converted into 1,041,561,688 Class B shares in Episurf at a conversion price of SEK 0.045 per share in accordance with the terms and conditions of the convertibles (the "Conversion").

Through the Share Issue and the Conversion, the number of shares in Episurf will increase by 1,082,521,983 Class B shares, from a total of 14,991,836,513 shares to 16,074,358,496 shares, and the number of votes in Episurf will increase by 1,082,521,983 from 14,992,783,227 to 16,075,305,210. The Company's share capital will increase by SEK 10,825,219.83, from SEK 149,918,365.13 to SEK 160,743,584.96. For existing shareholders, this entails a dilution effect of approximately 6.73 per cent of the share capital as well as votes in the Company.

Upon the issue of Class B shares, conversion of all convertible debentures now issued into Class B shares and the conversion of convertibles being resolved upon today, the number of shares in Episurf will increase by 2,774,748,360 Class B shares, from a total of 14,991,836,513 shares to 17,766,584,873 shares, and the number of votes in Episurf will increase by 2,774,748,360, from 14,992,783,227 to 17,767,531,587. The Company's share capital will increase by SEK 27,747,483.60, from SEK 149,918,365.13 to SEK 177,665,848.73. For existing shareholders, this entails a dilution effect upon full conversion of approximately 15.62 per cent of the share capital as well as the votes in the Company following such conversion.

For further information, please contact:

Jens Andersson, CEO, Episurf Medical

Tel: +46 (0) 768 55 67 02

Email: jens.andersson@episurf.se

The information was submitted for publication, through the agency of the contact person set out above, at 20:40 CEST on 1 October 2026.

About Episurf Medical AB

Episurf Medical is a property company with exposure to a diversified portfolio of property assets. The Company's objective is to create value growth through the acquisition and management of Nordic properties. The Company also has a medical technology business based on the individualised Episealer® implant and associated surgical instruments, which are used to treat cartilage damage in joints. Episurf Medical's head office is located in Stockholm, Sweden.

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Forward-looking statements

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