TCUAG: Clarification of the publication dated 20 November 2025; United Eco Solutions

UES transaction will not be pursued further; review of legal action

Kobern-Gondorf (pta044/23.02.2026/19:35 UTC+1)

TC Unterhaltungselektronik AG (the "Company", ISIN DE0007454209) refers to its publication dated 20 November 2025 regarding a letter of intent (planned contribution in kind/acquisition of United Eco Solutions America Inc., "UES") and the statements made therein (valuation of EUR 300,000,000; "implied minimum value" of approx. EUR 3.00 per share). This was based on a non-binding transaction proposal/MoU signed on 14 November 2025, which was expressly subject to conditions precedent (including, inter alia, a valuation/asset substantiation review by the auditor/valuer of the contribution in kind, final resolutions by the Management Board/Supervisory Board/General Meeting, and an admissible prospectus). No binding agreement was concluded; no capital measures/implementation steps were resolved or implemented.

As part of its internal review, the Company determined that the publication dated 20 November 2025 was entered into the dissemination system and released without the knowledge of the then Management Board member Petra Bauersachs and without going through the internal approval and coordination process; the internal disclosure and approval processes were subsequently adjusted. The Company clarifies that the stated valuation and minimum value figures were neither verified nor binding and cannot be derived from the documents available to, or presented to, the Company. To the extent any assumptions were based on CO2 certificates, the following also applies: a mere registry "listed" status is not equivalent to certification/verification and, in particular, not equivalent to the issuance (issuance) of tradable credits.

Following the change in the Management Board and the dismissal of the then CEO on 12 December 2025 for good cause, and following the request to provide auditable documentation on 4 December 2025, the Company has comprehensively reviewed the transaction fundamentals. As of 23 February 2026, no reliable, auditable evidence has been provided (including, inter alia, registry evidence including serial numbers for issued/retired credits, validation/verification reports, project/monitoring documentation, reliable offtake/broker agreements, evidence of land rights/project access, and consistent financial derivations of the valuation parameters). In particular, no verifiable evidence has been presented regarding the existence, issuance or registry recording of CO2 reduction certificates that corresponds to the communicated fundamentals and timing assumptions.

Against this background, the Company will not pursue the transaction with UES further and hereby corrects possible misinterpretations in the capital market. The Company is reviewing civil and criminal legal steps and reserves the right to file a criminal complaint if sufficient factual indications exist; based on the facts verified up to 23 February 2026, the possibility of market abuse (including market manipulation) cannot be ruled out.

(end)

Emitter:	TCUAG Kastorbachstraße 11 56330 Kobern-Gondorf Germany
Contact Person:	bauersachs petra
Phone:	01726584139
E-Mail:	bauersachs@telecontrol.de
Website:	www.telecontrol.de
ISIN(s):	DE0007454209 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Stuttgart