Disclosure 26997

Publication date:

Summary

Issuer Ultima Capital SA
Reason for disclosing Change in information
Basis of calculation 5’934’354
Purchase positions 0 (0.000%)
Sale positions 3’484’816 (58.723%)
Date of origination of the reporting obligation 20.12.2024

Individual shareholder

Beneficial owner Pallas Athene Domus Meriti Alapitvany, Budapest, Hungary
Direct shareholder Alpine 2 SCSp, Luxembourg, Luxembourg

Sale positions

Type Number Voting rights ISIN or basic terms
*Call-und Put-Option 3’484’816 3’484’816 On 6 December 2024, Alpine 2 Scsp entered into a call- and put-option agreement, granting its counterparty the call option to purchase, and Alpine 2 Scsp the put option to sell in total, up to 3,445,485 registered shares in Ultima Capital AG. The call option is exercisable for a period of ten years after 27 December 2024 at an exercise price of CHF 105 per share (subject to customnary adjustments). The put option is exercisable from 1 July 2029 until 27 December 2034 at an exercise price of CHF 105.00 per share from 1 July 2029, CHF 107.00 per share from 1 July 2031, and CHF 108.00 per share from 31 July 2034 until 27 December 2034 per share (subject to customary adjustments). On 6 December 2024, the share capital of Ultima Capital AG was CHF 593,435.40, divided into 5,934,354 registered shares with a par value of CHF 0.10 each. Accordingly, at the signing date of the call- and put-option, the relevant percentage was 33.16%. The option agreement was subsequently amended on 8 December 2025, with retroactive effect, to adjust the number of option shares to the shares held by Alpine 2 Scsp in Ultima Capital AG from time to time. Consequently, additional transactions by Alpine 2 Scsp in shares in Ultima Capital AG may lead to additional disclosure obligations under this option agreement. To this date, no other term of the option agreement has been amended.