Ebusco secures EUR 12 million in equity commitments, strengthening its financial position and supporting execution of its order book

Deurne, 4 November 2026 – Ebusco Holding N.V. (Euronext: EBUS) announces that it has secured commitments from two strategic investors and three other existing shareholders (together, the Investors) to subscribe for EUR 12.0 million in new ordinary shares, subject to approval by the General Meeting of Shareholders. The investment represents a significant step in strengthening Ebusco’s financial position and provides funding for the company’s operating expenses and the completion of its current order book into the second quarter of 2027. Ebusco also intends to give other shareholders the opportunity to participate at the same issue price through a Repair Offer.

On 9 October 2026, Ebusco announced that additional short-term funding was required to support its operating activities and that it was in discussions with shareholders to secure this funding. Those discussions have now resulted in the commitments announced today. The support package marks an important milestone in Ebusco’s efforts to stabilise its liquidity position, maintain its operations and focus on delivering for its customers.

Combined with the EUR 5.86 million of dedicated support provided through a group company of Gotion, announced on 9 October 2026 and earmarked exclusively for the production of the remaining buses under the existing Rouen order, the EUR 12.0 million equity investment provides a broader funding package. Together, these commitments support both the completion of the Rouen order and Ebusco’s ongoing operating expenses, giving the company a stronger basis from which to execute its current order book.

The equity investment

The Investors, all of which are existing shareholders of Ebusco, have committed to subscribe for a total of 240,000,000 new ordinary shares at an issue price of EUR 0.05 per share, equal to the nominal value of the shares. The issue price represents a discount of approximately 57% to Ebusco’s closing share price of EUR 0.117 on 3 November 2026.

The commitments are as follows:

• EUR 8.0 million from Rhein Holding B.V. and Green Innovation International Co., Ltd. or an entity designated by it (together, the Strategic Investors); and
• EUR 4.0 million from De Engh B.V., CVI Investments, Inc. (Heights) and Peter Bijvelds Holding Erp B.V. (together, the Existing Investors).

The allocation between the Strategic Investors is agreed between them and notified to Ebusco before the first instalment of the Strategic Investors (see below under ‘Funding schedule and use of proceeds’). The Strategic Investors may commit to an additional EUR 2.0 million in equity following the payment of the last instalment.

Following completion of the equity investment and also taking into account the impact of the potential additional EUR 2.0 million in equity funding referred to above, no Investor will individually hold 30% or more of the voting rights in Ebusco. The parties will set out the further details in long-form documentation.

Arrangements with Rhein Holding

In connection with its participation, Ebusco has agreed with Rhein Holding B.V. on certain measures relating to cost reductions, financial management and Management Board remuneration, including the start of the nomination process for a candidate proposed by Rhein Holding for appointment to the Management Board. Such appointment will be subject to the approval of the general meeting of shareholders, upon the nomination by the Supervisory Board. Details will be announced in the convocation of the Extraordinary General Meeting of Shareholders referred to below.

Funding schedule and use of proceeds

The equity investment will be paid in six instalments, with a final instalment of EUR 1.0 million due in February 2027. The instalments are structured to match Ebusco’s liquidity requirements. Each subsequent instalment will become due only after all preceding instalments have been received in full.

Each payment constitutes an advance payment for the shares to be issued to the relevant Investor. If the shares have not been issued within a certain time, the amounts paid will become a loan repayable on demand.

The proceeds are intended to support the completion of Ebusco’s current order book, with a particular focus on the Rouen order, to fund ongoing operating expenses and to repay the EUR 7.1 million working capital bridge loan of 1 April 2026 provided by Heights, De Engh B.V., Peter Bijvelds Holding Erp B.V. and N-Works B.V., which matures on 1 December 2026, no later than 30 April 2027. The proceeds of the equity investment are not intended to repay any other existing financing, the repayment obligations of which are being deferred as described under “Existing financing” below. Based on its current cash flow forecast, Ebusco expects that, provided the investment is received in full and in accordance with the agreed schedule, it will fund the company’s operations into the second quarter of 2027.

In parallel, Ebusco continues to work constructively with suppliers and other creditors and values their ongoing support, including through phased payment arrangements aligned with the company’s liquidity position. This continued stakeholder cooperation remains important as Ebusco focuses on production, delivery and the execution of its order book.

The sufficiency of the EUR 12.0 million investment remains dependent on the realisation of Ebusco’s cash flow forecasts and continued support from its stakeholders. Should circumstances change, additional funding may be required. The Investors have no obligation to provide funding beyond their respective commitments.

Ebusco is also continuing its work on a contemplated working capital facility of approximately EUR 30 million. This facility is considered an important next step in supporting the execution of the company’s future order book and strengthening its working capital position. The completion and timing of the facility remain subject to ongoing discussions and are not yet certain.

Extraordinary General Meeting, issuance and admission to trading

Ebusco will convene an Extraordinary General Meeting of Shareholders (the EGM) as soon as possible and before the end of 2026. Shareholders will be asked to resolve on the issuance of the new shares and the exclusion of pre-emptive rights, an amendment to the articles of association to increase the authorised share capital, and the authorisations required for the Repair Offer. The increase in authorised share capital is required for the issuance of part of the new shares, the conversion of existing loans maturing and the remaining Heights convertible bond, and the Repair Offer. Ebusco also contemplates seeking shareholder approval at the EGM for a share consolidation. The Investors have undertaken to vote in favour of the resolutions relating to the transaction. The convocation notice, agenda and explanatory notes will be published in due course.

The new shares will be issued in one or more tranches. Admission of the new shares to listing and trading on Euronext Amsterdam is subject to the publication of an information document under Annex IX of the Prospectus Regulation. Ebusco will file this document with the AFM and publish it before the first admission of the new shares.

Following completion of the equity investment by the Investors, the number of issued shares will increase from 262,966,171 to 502,966,171.

Retail Repair Offer

Ebusco intends to offer shareholders who are not participating in the investment the opportunity to subscribe for new shares at the same issue price of EUR 0.05 per share, up to an aggregate amount of EUR 5 million. The Repair Offer is expected to be launched as soon as possible in 2027, following the effectiveness of the amendment to the articles of association increasing the authorised share capital. It will be made on the basis of the offering documentation required under the Prospectus Regulation; its timing will therefore also depend on the preparation and publication of that documentation. Further details will be announced in due course.

Related party transaction

The transaction qualifies as a related party transaction within the meaning of Section 2:167 of the Dutch Civil Code, as the Investors include substantial shareholders of Ebusco, a shareholder with which a member of the Supervisory Board is affiliated, and the holding company of Mr Peter Bijvelds, a member of the Management Board. The transaction was entered into on 3 November 2026 and has a total value of EUR 12.0 million.

The Management Board and the Supervisory Board have approved the transaction. Members affiliated with any of the Investors did not participate in the deliberations or decision-making. The boards consider the transaction fair and reasonable for Ebusco and its non-related shareholders. In reaching this conclusion, they took into account that the funding was the only funding available within the required timeframe in light of the company’s material uncertainty, that all Investors subscribe at the same price, and that other shareholders will be offered the opportunity to subscribe at the same price through the Repair Offer.

Existing financing

The repayment obligations under the following existing financing arrangements have been deferred until a date to be agreed, taking into account Ebusco’s liquidity position:

• the convertible bond agreement of 13 December 2023 with CVI Investments, Inc. (Heights), under which approximately EUR 3.1 million remains outstanding; and
• the loan of approximately EUR 4.6 million that Heights took over from ING Bank N.V. in August 2025.

Ebusco will discuss a similar deferral with Gotion GmbH in respect of the convertible loan of approximately EUR 9.64 million dated 31 March 2026, which matures on 1 December 2026.

Corporate calendar

Miscellaneous

The current number of Ebusco shares outstanding is 262,966,171.