[Unofficial translation:] Rostra AG decides on structural change with acquisition of stake in DIVCORP INVESTMENTS LTD
Acquisition of 49% instead of the originally planned 91.8% of Divcorp Investments Ltd
Düsseldorf, November 11, 2025 – Following recent discussions with the shareholders of DIVCORP INVESTMENTS LTD, Cyprus (“DIVCORP”), who were approved by resolution of the company’s Annual General Meeting on August 20, 2025 to acquire shares in the company in exchange for contributing their respective shares in DIVCORP (totaling 91.8%) (“DIVCORP shareholders”), the company’s Management Board has decided not to carry out the corresponding capital increase in full, but to acquire only 49% of DIVCORP by contributing 2,014,183 new shares in the company. The reason for the change is that not all DIVCORP shareholders are still willing to contribute their shares in DIVCORP and acquire new shares in the company. The 1,759,327 shares of the company that will no longer be issued as part of the capital increase in kind will instead be offered to institutional investors in Germany and certain other jurisdictions outside the Federal Republic of Germany in exchange for cash contributions as part of a private placement. The major shareholder Rostra Holdings PTE. LTD. has committed to the Management Board to subscribe to and acquire these 1,759,327 shares in the company if and to the extent that they cannot be otherwise utilized as part of the private placement.
Rostra AG
The Management Board