EEII AG: Publication of Listing Prospectus

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD NOT BE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. 

Ad-hoc announcement pursuant to Art. 53 LR:
Publication of Listing Prospectus

Zug, March 19, 2026

EEII AG publishes the listing prospectus regarding the listing of new shares to be created in planned capital increase and existing shares considering a planned share split

EEII AG ("EEII" or "Company") publishes today the listing prospectus regarding the listing of up to 10,771,363 bearer shares of the Company with a nominal value of CHF 7.10 each ("Listing Shares"), which is available under the following link: https://eeii.ch/news/2026

The Listing Shares are expected to be created in a previously announced, planned capital increase comprising of (i) a contribution in kind to acquire Jubin Frères S.A. and (ii) an in-cash contribution, as well as (iii) a previously announced, planned share split 1:2 of existing, currently unlisted bearer shares with a nominal value of CHF 14.20 each.

The prospectus contains, among others, unaudited pro forma combined financial information of EEII Ltd and Jubin Frères S.A. for the half-year ended 30 June 2025 and for the year ended 31 December 2024, as well as unaudited interim financial statements of Jubin Frères S.A. for the half-year ended 30 June 2025, and audited financial statements of Jubin Frères S.A. for the financial year ended 31 December 2024 and the financial year ended 31 March 2023.

The consummation of the transaction remains subject to various conditions, including the negotiation and execution of definitive and binding agreements between Swiss Energy Holding SA and the Company, the confirmation of the valuation of the Jubin Frères S.A. by an audit firm, the listing of the currently unlisted shares of the Company, the approval of the transaction and the second tranche of ordinary capital increase in cash by the shareholders of EEII, the consummation of the in cash capital increase, and the completion of further legal, administrative and regulatory steps, including, among others, the approval of the listing application by SIX Exchange Regulation AG.

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)
Security number: 716295
ISIN: CH0007162958

Contact: EEII AG, Alpenstrasse 15, 6300 Zug, Switzerland

Investor Relations:

Email: Marc Comina, marc@clpr.ch

Tel:  +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.