ER Capital announces the admission of 15,452,908 existing ordinary shares to trading on Euronext Amsterdam

Issuer

ER Capital N.V.

Rotterdam, [2 november] 2026 - ER Capital N.V. ("ER Capital" or the "Company") announces the admission of 15,452,908 existing ordinary shares (the "Admission Shares") to trading on Euronext Amsterdam. Subject to the final admission decision of Euronext Amsterdam, trading in the Admission Shares is expected to commence on [4 November] 2026 at 09:00 hours Amsterdam time.

No new shares are being issued and no public offering of shares is being made in connection with the admission. Accordingly, ER Capital will not receive any proceeds from the admission. The admission does not in itself result in an increase of the issued share capital of ER Capital or in dilution of existing shareholders.

Following the admission of the Admission Shares, a total of 17,503,062 ordinary shares in ER Capital, including the 2,050,154 ordinary shares already admitted to trading, will be admitted to trading on Euronext Amsterdam. The Admission Shares carry the same rights as the ordinary shares already admitted to trading and will be traded under ticker symbol ERC and ISIN NL0010389508.

The prospectus in relation to the admission of the Admission Shares has been drawn up as an EU follow-on prospectus. The Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") approved ER Capital's prospectus on [2 November] 2026. The AFM has reviewed the prospectus on the basis of the standards of completeness, consistency and comprehensibility required for approval as set out in the Prospectus Regulation (Regulation (EU) 2017/1129). This approval does not mean that the AFM has reviewed the information in the prospectus on compliance with any other laws or regulations or on the accuracy of the information.

Background to the admission

The Admission Shares were allotted in connection with the statutory triangular division (juridische driehoekssplitsing) that became effective on 30 June 2025. In that transaction, all assets and liabilities of the former privately held ER Capital N.V. were transferred under universal title to three wholly owned subsidiaries of Titan N.V. (now ER Capital N.V.), and shares in Titan N.V. were allotted to the former shareholders of that privately held company.

The ordinary shares, including the Admission Shares following their admission, are the only class of shares in the capital of ER Capital admitted to trading on Euronext Amsterdam. In addition, ER Capital has issued 4,051,868 preferred shares and 100 M-shares, which are not admitted to trading and are not included in the proposed admission.

Availability of the prospectus

The prospectus is available as of today, free of charge, in electronic form on ER Capital's website at:

(link is external)[direct link to the Prospectus]

A paper copy of the Prospectus may be obtained free of charge upon request from ER Capital N.V., Westplein 9 A, 3016 BM Rotterdam, the Netherlands, or by email at (link sends email)[email protected].

The Prospectus has been prepared in English.

Investors are advised to read the Prospectus in its entirety, including in particular the risk factors set out therein, before making any investment decision.

Voluntary decertification and delivery of ordinary shares

Stichting Administratiekantoor ER Capital ("STAK ER Capital") and ER Capital intend to offer holders of depositary receipts for ordinary shares the opportunity to exchange their depositary receipts for the underlying ordinary shares on a voluntary basis. The board of STAK ER Capital is expected to adopt the required unanimous resolution on 3 November 2026, and ER Capital is expected to grant the approval required under the articles of association of STAK ER Capital on 4 November 2026. These decisions have not yet been taken at the date of this press release. Decertification will only be implemented following admission of the underlying ordinary shares to trading on Euronext Amsterdam.

Admission does not itself result in decertification or the crediting of shares to individual securities accounts. Following the required resolution and approval, STAK ER Capital will inform depositary receipt holders separately of the procedure and conditions. ER Capital will also separately inform directly registered holders of ordinary shares of the procedure for having their shares credited to their own securities accounts. Holders who do not participate will retain their existing depositary receipts or directly registered shares, as applicable.

About ER Capital

ER Capital is a Dutch holding company based in Rotterdam whose ordinary shares are listed on Euronext Amsterdam. Through its subsidiaries and affiliated group entities, ER Capital is active in the development, redevelopment, leasing and management of real estate in the Netherlands, as well as in corporate finance, financing and fund management activities. ER Capital holds a 49% interest in ER Capital Vastgoed Fondsmanagement B.V., the alternative investment fund manager of the ER Capital Paraplufonds, which offers private and institutional investors access to structured real estate investments.

Contact

ER Capital N.V.
Westplein 9 A
3016 BM Rotterdam
The Netherlands

Telephone: +31 (0)10 288 1446
Email: (link sends email)[email protected]
Website: (link is external)www.ercapital.nl

Disclaimer

This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction. This press release does not constitute investment advice or a recommendation in relation to any securities of ER Capital.

This press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful. The distribution of this press release in certain jurisdictions may be restricted by law, and persons into whose possession this press release comes should inform themselves about and observe any such restrictions.

The Admission Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of that Act.

To the extent that this press release contains forward-looking statements, including statements regarding the expected timing of trading in the Admission Shares and the expected resolution and approval regarding, and the implementation of, the decertification of depositary receipts, such statements are based on ER Capital's current expectations and assumptions. Actual events and results may differ from those expressed or implied in such statements. ER Capital does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

final-persbericht-2-november-2026-capital-nv.pdf

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