EQS-Adhoc: The Payments Group Holding GmbH & Co. KGaA: Issue of mandatory convertible bonds of up to EUR 2.3 million with subscription rights

+++ Ad hoc announcement +++

The Payments Group Holding –
output Mandatory convertible bond of up to EUR 2.3 million with subscription rights

• 10% interest and three year term
• Subscription right 500 shares: 1 partial bond with a nominal value of EUR 100
• The placement of treasury shares announced in November 2025 will be omitted

Frankfurt am Main, January 7, 2026 – The personally liable partner of The Payments Group Holding (PGH), a holding company based in Frankfurt am Main founded in 2012 and renamed in August 2024, today decided, with the approval of the Supervisory Board, to issue a mandatory convertible bond based on the authorization resolution of the company’s general meeting of June 23, 2021 and to forego the placement of treasury shares announced in November 2025.

From January 13th to 27th, 2026, PGH is offering its shareholders the opportunity to purchase a mandatory convertible bond with a 10% interest coupon with a term of three years and a nominal amount of up to EUR 2,280,000, divided into 22,800 partial bonds with a nominal amount of EUR 100, at an issue price of 100% of the nominal amount. The total issue volume is therefore up to around EUR 2.3 million. The bond will be held in collective custody and listed on the over-the-counter market.

The PGH has the right to redeem the bond early from February 1, 2027, at 102% of the nominal amount if redeemed by January 31, 2028 and at 101% of the nominal amount if redeemed between February 1, 2028 and January 31, 2029. If the company has not fully repaid the bond when it matures on January 31, 2029, the outstanding nominal amount will be Bonds converted into PGH shares at a conversion price of EUR 0.20, meaning that five (own) shares will be transferred to the bondholders for each EUR 1.00 nominal amount of the bonds. The conversion price represents a discount of 55% on the average of the Xetra closing prices of the last ten trading days.

The subscription ratio for the bond is 500:1, which means that every 500 PGH shares entitle you to purchase one partial bond with a nominal value of EUR 100. If not all subscription rights are exercised, there is the possibility of oversubscription. The CEO and founder of PGH and managing director of the general partner, the members of his family and the group of supervisory board members or the vehicles of the above-mentioned groups of people have declared that they will fully exercise their subscription rights and acquire partial bonds at least to this extent.

PGH will publish a basic information sheet for the subscription offer in accordance with Regulation (EU) No. 1286/2014 on its website https://tpgholding.com/index.php/fuer-aktionaere/aktie/ publish.

The proceeds from the issue of the bond are intended to secure the company’s liquidity until the sale of assets, until the implementation of a further financing measure in connection with new opportunities and business areas or until the partial or complete collection of its various claims against the SGT Capital Group. If the placement of the bond is not successful to a sufficient extent, this could endanger the continued existence of the company.

About The Payments Group Holding

The Payments Group Holding (PGH) is a holding company founded in 2012 and renamed in August 2024 based in Frankfurt am Main and focuses on existing assets and the new opportunities and business areas presented in its press release of December 13, 2025, including the operation of an AI-focused company builder called Softmax AI GmbH together with AI experts, in which it has a 25% stake. In addition, from its history as a leading German venture capital provider, PGH holds a heritage VC portfolio of minority investments in some promising German startups under the German Startups Group brand through its wholly owned subsidiary German Startups Group VC GmbH.

Further information: www.tpgholding.com.

Investor Relations Contact
Rosenberg Strategic Communications
Alexander Schmidt
[email protected]