BigRep SE: Completion of the Sale of BigRep GmbH and Update on the Liquidation

Luxembourg (pta029/18.09.2026/15:40 UTC+2)

BigRep SE (in voluntary liquidation) - Completion of the Sale of BigRep GmbH and Update on the Liquidation
BigRep SE (en liquidation volontaire), 9, rue de Bitbourg, L-1273 Luxembourg, Grand-Duchy of Luxembourg, R.C.S. Luxembourg B 279346 · ISIN LU2859870326 · WKN A40H84 · Ticker B1GR

Luxembourg, September 18, 2026 — BigRep SE (in voluntary liquidation) (the "Company") announces that the sale of all 771,832 shares in BigRep GmbH, as well as the intra-group shareholder loan (the "Gesellschafterdarlehen"), to de Krassny GmbH, Koehler Invest GmbH and HAGE Holding GmbH (the "Buyers"), each of which was already a shareholder of and creditor to the Company, was notarized on August 31, 2026. The underlying sale of the shares in BigRep GmbH had previously been approved by the supervisory board of the Company and by the extraordinary general meeting of the shareholders of the Company held on August 6, 2026 (the "EGM").

Today, the Company has also published its 2025 annual financial statements. They have been prepared for the first time on a non-going-concern basis, following the resolution passed at the EGM to put the Company into voluntary liquidation.

In light of inquiries from individual shareholders following the EGM, the Company is providing the following information on the key fundamentals of the transaction in the interest of equal treatment of all shareholders:

1. Basis of Valuation
The transaction is based on an independent expert valuation of BigRep GmbH determining the objectified enterprise value in accordance with IDW S1 (as amended in 2008), prepared as at the valuation date of 20 May 2026. The valuation was primarily conducted using the income approach and was validated using the DCF method, a multiples approach, and the liquidation value. On this basis, an objectified equity value for BigRep GmbH was determined, which is significantly negative due to the existing net financial debt.

2. Background and Transaction Process
The Company is a holding company whose sole material operating asset consisted of its 100% shareholding in BigRep GmbH. Against the backdrop of persistent losses, a declining liquidity position, and significant ongoing costs associated with the stock exchange listing, management concluded that the benefits of the listing no longer justified the associated costs and administrative burden. A switch to a different stock exchange segment was considered as an alternative; however, this was rejected because it would not have sufficiently reduced the Company's structural costs.

In 2025, the Company had approached investors and financial institutions regarding financing options, but was unable to find a strategic third-party investor. In light of the negative equity position, the acute need for financing, and the limited time available, no structured bidding process was conducted in 2026. The Buyers, who were already shareholders and creditors, were, in management's assessment, the only identified parties willing to continue BigRep GmbH's operations while simultaneously assuming the existing liabilities. To ensure an appropriate consideration, the aforementioned independent IDW S1 valuation was obtained.

3. Purchase Price
Because the objectified equity value of BigRep GmbH is significantly negative, any positive consideration for the shares exceeds the value determined in the valuation. In addition to the consideration paid, the Buyers assumed the Gesellschafterdarlehen previously granted by the Company to BigRep GmbH, which amounted to approximately EUR 15.7 million (including accrued interest). In connection with the transaction, the Buyers also assumed substantial subordinated shareholder loans previously granted by them directly to BigRep GmbH and its subsidiaries. No value was therefore transferred from the Company to the Buyers.

The consideration for the Company's shares in BigRep GmbH was set at an amount sufficient to fund a solvent liquidation. The consideration for the Gesellschafterdarlehen was settled by way of set-off against the Buyers' existing claims against the Company arising under convertible notes and a shareholder loan, with the result that the Company's financial liabilities at SE level are discharged in full and a solvent liquidation is possible.

4. Interim Balance Sheet as of August 6, 2026
In connection with the resolution to liquidate, an unaudited interim balance sheet as of August 6, 2026, was prepared. In particular, that balance sheet still shows the Company's holding of its own shares at its carrying amount of EUR 1,646,447.17, matched by a non-distributable reserve for own shares in the same amount. In a liquidation own shares cannot be realised, as the Company cannot make a distribution to itself, and their realisable value is nil. The write-down of the holding and the corresponding release of the reserve will be recorded in the course of the liquidation against that reserve rather than through the profit and loss account; their effect is to reduce net assets by EUR 1,646,447.17, without any cash consequence. Once that adjustment and the remaining costs of the liquidation have been reflected, the Company does not expect any surplus to remain for distribution to shareholders. The interim balance sheet will be made available to shareholders together with the liquidator's report in the context of the second extraordinary general meeting of the Company to be convened for liquidation purpose.

5. Market Environment and Share Price Performance
The decline in the share price since the listing reflects the Company's operational performance. At the same time, the global market for additive manufacturing has undergone structural changes since 2023: The entry of new, significantly lower-cost competitors has put pressure on the industry as a whole—an effect that has impacted not only BigRep but also comparable publicly traded competitors in the industry.

6. Continuation of Operations
BigRep GmbH's operations are continuing without interruption under the new ownership structure, with an unchanged focus on customer delivery, service, and support. The Buyers have reaffirmed their commitment to BigRep GmbH's operations; their continued support forms the basis for operational continuity during the ongoing transition phase.

7. Liquidation Process
The liquidation is being conducted as an orderly process in accordance with the Luxembourg law of 10 August 1915 on commercial companies, as amended. The EGM opened the liquidation and appointed the liquidator. Two further extraordinary general meetings are required: one to, amongst others, acknowledge the report of the liquidator and appoint the liquidation auditor, and a last one to, amongst others, approve the liquidation reports, grant discharge and close the liquidation. The Company is working towards completing the liquidation as soon as practicable; a reliable completion date cannot be given at this stage. The Company's shares remain admitted to trading on the regulated market of the Frankfurt Stock Exchange. The admission is expected to end upon completion of the liquidation, when the Company ceases to exist. The timing is determined by the Frankfurt Stock Exchange and not by the Company.

8. Outlook
A final statement regarding any proceeds per share can only be made after the liquidation is completed. Based on current information and in light of the negative equity value reported in the valuation report, the Company does not expect any distribution to shareholders.

9. Information for Shareholders
Shareholders are not required to take any action at this time. Their shares remain in their securities accounts and can continue to be traded for as long as the admission to trading subsists. Shareholders will be informed of the further steps of the liquidation by way of the general meetings convened for that purpose and by further announcements. The Company does not provide tax advice and recommends that shareholders consult their own advisers on the consequences of the liquidation in their individual circumstances.

Forward-Looking Statements: This announcement contains forward-looking statements that are based on management's current estimates and assumptions and are subject to uncertainties. Actual developments may differ materially from those expressed or implied. The Company undertakes no obligation to update these statements. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities.

Contact:
Claudius Krause
BigRep SE
9, rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
bigrep@cometis.de

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Emitter:	BigRep SE 9, rue de Bitbourg 1273 Luxembourg Luxembourg
Contact Person:	Claudius Krause
Phone:	+49 611 205855 -28
E-Mail:	bigrep@cometis.de
Website:	www.bigrep.com
ISIN(s):	LU2859870326 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Munich, Stuttgart