Approval by the board of directors of the reverse takeover of Jubin Frères S.A.

Ad-Hoc announcement pursuant to Art. 53 Listing Rules:

EEII AG: Approval by the board of directors of the reverse takeover of Jubin Frères S.A.

Zug, July 31^st, 2025

 EEII AG ("EEII" or "Company"), through its board of directors, approved today to pursue a transaction with Swiss Energy Holding SA ("SEH"). The approval concerns the acquisition of the entire share capital of Jubin Frères S.A., a company active in the trade of all types of fuel business ("Target"), fully owned by SEH, by way of a share exchange (the "Transaction").

The Target is primarily active in the French-speaking region of Switzerland since 1973, operating 100+ gas stations and 30+ shops, as well as providing fuel delivery services to both private individuals and businesses. Between 1 April 2023 and 31 December 2024, the Target recorded revenues of around CHF 442 million, employing 150+ people.

The contemplated Transaction involves the issuance of new shares in a capital increase by EEII to SEH in exchange for the contribution in kind of the shares in the Target by SEH to EEII (so-called "Reverse Merger" or "Reverse Takeover").

The Company has obtained a fairness opinion from a reputable and independent specialized audit firm that confirmed a value of the Target of CHF 56 million, which is the value the board of directors of the Company intends to attribute to the Target in the context of the capital increase.

The Transaction is part of the measures implemented by the Company's board of directors to restructure its activities and operations, including the conversion of debt into equity, as resolved by the extraordinary general meeting on 28 July 2025 and successfully registered with the commercial register of Zug on the same day.

In the context of the Transaction, the Company also plans to change its purpose from an investment company to a holding company and apply for a change of listing segment from the Standard for Investment Companies to the main market segment of SIX Swiss Exchange. The contemplated change of listing segment highlights the new perspectives and opportunities offered by the acquisition of the Target.

The parties expect to close the Transaction by the end of October 2025.

No binding agreement with respect to the Transaction has been entered into.

The consummation of the Transaction is subject to various conditions, including the negotiation and execution of definitive and binding agreements between SEH and the Company, the confirmation of the valuation of the Target by an audit firm, the listing of the currently unlisted shares of the Company, the approval of the Reverse Takeover by the shareholders of EEII, a successful temporary exemption regarding the applicable free float requirement to be granted by SIX Exchange Regulation AG ("SER"), and the completion of further legal, administrative and regulatory steps, including, among others, the approval of the listing application and listing segment change by SER and the listing prospectus by the competent prospectus office.

EEII asks all shareholders, creditors and other stakeholders to support the contemplated Transaction. Most importantly, the Transaction would result in the Company resuming significant operational activities, which are likely to create value for the shareholders compared to today's situation. Furthermore, the Transaction would eliminate any existing capital loss and rule out the threat of overindebtedness or illiquidity, which remains for as long as the Company has no significant activities.

About EEII AG

 EEII AG is an investment company listed on the SIX Swiss Exchange, focusing on energy and infrastructure assets. The company is registered in Switzerland and operationally headquartered in Zug.

The investment objective of the Company is to maximize long-term returns to shareholders through investments in strategically selected companies in the energy distribution sector, specifically retailing automotive fuels and convenience store items in form of filling stations and connected shops. The geographic focus of the investment is Switzerland and Europe.

For more information visit: www.eeii.ch

Stock exchange listing: SIX Swiss Exchange (www.six-swiss-exchange.com)
Ticker symbol: EEII (CH), (Bloomberg: EEII SW Equity)
Security number: 716295, ISIN: CH0007162958
Contact: EEII AG, Alpenstrasse 15, 6300 Zug, Switzerland

Investor Relations:

Marc Comina, marc@clpr.ch, +41 79 128 34 95.

Disclaimer
 

This media release serves informational purposes and constitutes neither an offer to sell, a solicitation of an offer to buy, any security nor is it a recommendation to buy any security of EEII AG or any other involved party nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. This media release does not constitute a prospectus within the meaning of articles 35 et seqq. or 69 of the Swiss Federal Act on Financial Services nor under any other applicable laws and should not be treated as offering materials of any sort and is for information purposes only and may not be reproduced, redistributed or made available in whole or in part to any other person for any purpose, without the prior consent of EEII AG. In addition, investors should seek advice from their bank or their financial adviser.

This media release is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the US Securities Act of 1933, as amended). The securities in connection with this Transaction may not be offered to the public in any jurisdiction in circumstances which would require EEII AG to prepare or register any prospectus or offering document relating to the securities in connection with the Transaction in such jurisdiction. No action has been taken or will be taken in any jurisdiction outside of Switzerland by EEII AG that would, or is intended to, permit a public offering of the securities in connection with the Transaction.

This media release contains forward-looking statements such as projections, forecasts, and estimates. Such forward-looking statements are based on the current beliefs and expectations of the Company regarding future events, and are subject to certain known and unknown risks and uncertainties which may cause actual results, performance, or events to differ materially from those anticipated in this media release. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Readers should therefore not rely on these forward-looking statements. The forward-looking statements contained in this media release are based on the views and assumptions of EEII AG as of this date and EEII AG does not assume any obligation to update or revise this media release. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements.

EEII AG makes no representation or warranty as to the accuracy, completeness, or reliability of such information and disclaims any obligation or liability in connection with it.