The Board of Directors of Episurf Medical AB (publ) ("Episurf" or the "Company") has today, by virtue of the authorisation granted by the Company's Annual General Meeting held on 25 May 2026, resolved on an issue of Class B shares and convertibles to Mofast AB (Publ) ("Mofast"), and warrants to Frusipe Intressenter Holding AB ("Frusipe Intressenter Holding"), as part of the consideration to be paid for the acquisition of property assets.

The Frusipe Issue

On 30 December 2025, it was announced that Episurf had entered into an agreement with Frusipe Intressenter Holding regarding the acquisition of all shares in Frusipe Intressenter Target 1 AB ("Frusipe Intressenter Target 1"), at the time a wholly owned subsidiary of Frusipe Intressenter Holding, with payment to be made by, inter alia, promissory notes that can be repaid through newly issued Class B shares, convertibles convertible into Class B shares, and warrants that can be used to subscribe for Class B shares. The closing (Sw. tillträde) of the acquisition of Frusipe Intressenter Target 1 took place on 8 January 2026.[1]

As part of the payment to Frusipe Intressenter Holding, Episurf issued, among other things, a promissory note of MSEK 350, which becomes due for payment in Q3 2029. By reason of the promissory note, the Board of Directors of Episurf has, on the date of this press release, resolved to issue 400,000,000 warrants to Frusipe Intressenter Holding. The warrants are issued free of charge and will, together with the 9,600,000,000 warrants previously issued by Episurf to Frusipe Intressenter Holding, until Q3 2029 entitle to subscription of a maximum of 10,000,000,000 Class B shares at a subscription price of SEK 0.01, corresponding to the quota value of the shares. Each warrant used for subscription of Class B shares reduces the promissory note debt by SEK 0.035, entailing that Episurf receives SEK 0.045 for each exercised warrant, of which SEK 0.01 in subscription price and SEK 0.035 in reduced promissory note debt.

The reason for the deviation from the shareholders' preferential rights is to enable the fulfilment of the Company's previously announced commitments as a result of the acquisition of Frusipe Intressenter Target 1 from Frusipe Intressenter Holding.

The Mofast Issues

On 2 April 2026, it was announced that Episurf had entered into an agreement to acquire property assets from Mofast, with an agreed property value of approximately MSEK 697.[2] The purchase price of MSEK 77 was settled on the closing date of 18 May 2026, through the issuance of a promissory note (the "Consideration Note"), intended to be offset against 1,711,111,111 Class B shares at a subscription price of SEK 0.045 per Class B share. In addition, an intra-group debt to Mofast of approximately MSEK 164.5 was settled on the closing date of 18 May 2026, through the issuance of two promissory notes, intended to be offset against convertible debt instruments convertible into Class B shares in Episurf; one convertible debt instrument with a principal amount of MSEK 77 ("Convertible Loan 1") and one convertible debt instrument with a principal amount of approximately MSEK 87.5 ("Convertible Loan 2").

Convertible Loan 1 has a maturity of 24 months and Convertible Loan 2 has a maturity of 25 months, in each case with an interest rate of STIBOR plus 1.25 per cent. Mofast has the right to convert all or part of the loan amount under Convertible Loan 1 into Class B shares during the period of 6-18 months from the date of issuance of the promissory note at a conversion price of SEK 0.055 per Class B share. Mofast further has the right to convert all or part of the loan amount under Convertible Loan 2 into Class B shares at the following conversion prices: SEK 0.055 per Class B share (months 1-6 from closing), SEK 0.065 per Class B share (months 7-12 from closing), SEK 0.075 per Class B share (months 13-18 from closing) and SEK 0.085 per Class B share (months 19-24 from closing).

As part of the payment of the consideration to Mofast, the Board of Directors of Episurf has therefore, on the date of this press release, by virtue of the authorisation granted by the Company's Annual General Meeting held on 25 May 2026, resolved to issue 1,711,111,111 Class B shares to Mofast by way of off-setting the Consideration Note at a subscription price of SEK 0.045 per Class B share, and to issue 7,700,000,000 convertibles convertible into 1,400,000,000 Class B shares by way of off-setting Convertible Loan 1, and 8,750,917,600 convertibles convertible into a maximum of 1,591,075,927 Class B shares by way of off-setting Convertible Loan 2 (the "Mofast Issues").

The reason for the deviation from the shareholders' preferential rights is to enable the fulfilment of the Company's previously announced commitments as a result of the acquisition from Mofast.

Through the issue of shares by reason of the Consideration Note part of the Mofast Issues, the number of shares in Episurf will increase by 1,711,111,111 Class B shares, from a total of 4,385,960,612 shares to 6,097,071,723 shares, and the number of votes in Episurf will increase by 1,711,111,111, from 4,386,907,326 to 6,098,018,437. The Company's share capital will increase by SEK 17,111,111.11, from SEK 43,859,606.12 to SEK 60,970,717.23. For existing shareholders, this entails a dilution effect of approximately 28.06 per cent of the share capital as well as the votes in the Company.

Following the issue of Class B shares, conversion of the convertibles issued today into the maximum number of Class B shares, and full exercise of the warrants issued today for subscription of Class B shares, the number of shares in Episurf will increase by 5,102,187,038 Class B shares[3], from a total of 4,385,960,612 shares to 9,488,147,650 shares, and the number of votes in Episurf will increase by 5,102,187,038, from 4,386,907,326 to 9,489,094,364. The Company's share capital will increase by SEK 51,021,870.38, from SEK 43,859,606.12 to SEK 94,881,476.50. For existing shareholders, this entails a dilution effect upon full conversion and full exercise of approximately 53.77 per cent of the share capital as well as the votes in the Company.

An exemption document in accordance with Article 1.5, first paragraph, ba and Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council regarding the admission to trading of the newly issued Class B shares in Episurf Medical AB on Nasdaq Stockholm will be registered with the Swedish Financial Supervisory Authority and published on Episurf's website (www.episurf.com) prior to the admission to trading on Nasdaq Stockholm of the newly issued Class B shares.

Advisors

Roschier Advokatbyrå AB is acting as legal advisor to Episurf in connection with the Frusipe Issue and the Mofast Issues.

For further information, please contact:

Jens Andersson, CEO, Episurf Medical

Tel: +46 (0) 768 55 67 02

Email: [email protected]

The information was submitted for publication, through the agency of the contact person set out above, at 19:30 CEST on 4 June, 2026.

About Episurf Medical AB

Episurf Medical is a real estate company with exposure to a diversified portfolio of property assets. The Company's objective is to create value growth through the acquisition and management of Nordic properties. The Company also has a medical technology operation based on the individualised Episealer® implant and associated surgical instruments, used to treat cartilage injuries in joints. Episurf Medical's head office is located in Stockholm, Sweden.

THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND IN ENGLISH. IN THE EVENT OF ANY DISCREPANCIES BETWEEN THE LANGUAGE VERSIONS, THE SWEDISH VERSION SHALL PREVAIL.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions, and persons in jurisdictions where this press release has been published or distributed should inform themselves about and comply with such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of an offer to sell or a solicitation of an offer to purchase or subscribe for securities issued by the Company in any jurisdiction where such an offer or solicitation would be in violation of applicable rules or require additional registration or other measures.

This announcement is not a prospectus, information memorandum or exemption document for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.

This press release does not constitute an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Belarus, Canada, Hong Kong, Israel, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United Kingdom, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company. Any information in this press release is provided solely to describe the background to the Frusipe Issue and the Mofast Issues and does not claim to be complete or exhaustive. No assurance shall be given with regard to the information in this press release nor to its accuracy or completeness.

This press release does not constitute a recommendation for any investors' decisions regarding the Frusipe Issue, the Mofast Issues or Episurf. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release, unless expressly stated otherwise.

In the United Kingdom, this document and other materials relating to the securities referred to herein are distributed and directed only to, and an investment or investment activity related to this document is only available to and will only be available to, "qualified investors" (as defined in the Prospectus Regulation, which is part of UK national law through the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of "professional investors" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth individuals referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as "relevant persons"). Any investment or investment action referred to in this announcement is only available to relevant persons in the United Kingdom and will only be carried out with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not refer to historical facts and can be identified through statements which includes, but is not limited to, terms such as "consider", "expects", "anticipates", "intends", "appreciates", "will", "can", "assumes", "should", "could" and, in any case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company considers that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that the assumptions will occur or that they are correct. Since these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from the forward-looking statements. Such risks, uncertainties, eventualities and other significant factors may cause actual events to deviate significantly from the expectations expressly or implicitly stated in this press release through the forward-looking statements.

The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and each recipient of this press release should not unduly rely on the forward-looking statements in this press release. The information, perceptions and forward-looking statements expressly or implicitly set forth herein are provided only as of the date of this press release and may change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events or circumstances that occur relating to the content of this press release.