All for One Group SE: resolves on a public share buyback offer for up to 2.3% of the share capital and proposes to the Annual General Meeting an amended appropriation of retained earnings

The Management Board of All for One Group SE, with the consent of the Supervisory Board, resolved today to make to the Company’s shareholders a public offer to repurchase up to 115,000 registered no-par value shares of All for One Group SE (ISIN DE0005110001), each representing a notional interest in the share capital of EUR 3.00 per share and in an aggregate amount of up to EUR 4,439,000.00. This corresponds to up to 2.3% of the Company’s current share capital of EUR 14,946,000.00.

The acquisition shall be effected by way of a voluntary public share buyback offer against payment of a cash consideration of EUR 38.60 per share (excluding ancillary acquisition costs). Shareholders may tender shares for repurchase during the period from 18 February 2026, 00:00 hours, until 4 March 2026, 24:00 hours (Frankfurt am Main local time). The buyback offer may be adjusted, extended, suspended, and recommenced by the Company at any time, to the extent required and legally permissible. The repurchased shares may be used for all statutory purposes, including cancellation, use as consideration in connection with corporate acquisitions, and employee participation programs.

If, in the context of the buyback offer, more than 115,000 shares are tendered, the declarations of acceptance will be considered on a pro‑rata basis, whereby tenders with quantities of up to 100 shares will be given preferential acceptance.

Further details of the voluntary buyback offer are set out in the offer document, which will be published in the coming days, expected on 17 February 2026, on the Company’s website (https://www.all-for-one.com/…) and in the Federal Gazette (www.bundesanzeiger.de).

In view of the voluntary buyback offer, the Management Board of All for One Group SE, with the consent of the Supervisory Board, also resolved today to suspend the current 2025 share buyback program, under which up to an aggregate of 100,000 treasury shares (corresponding to up to approximately 2% of the current share capital) may be repurchased over the stock exchange at a total purchase price (excluding ancillary acquisition costs) of up to EUR 7 million until 6 July 2026.

In this context, the Management Board of All for One Group SE also resolved today to amend its proposal for the resolution of the Annual General Meeting on the appropriation of the retained earnings for the financial year from 1 October 2024 to 30 September 2025 in the amount of EUR 49,278,851.90. The Supervisory Board supports this proposal.

The distribution of a dividend of EUR 1.20 per dividend entitled no-par value share shall remain unchanged. The remaining retained earnings shall no longer be carried forward in full. Rather, the Management Board and the Supervisory Board will propose to the Annual General Meeting to allocate an amount of EUR 20,000,000.00 to the revenue reserves. The adjusted proposal on the appropriation of earnings continues to take into account that the Company holds treasury shares which are not entitled to dividends. Should the number of dividend entitled shares change between today’s date and the date of the Annual General Meeting, an adjusted proposal on the appropriation of earnings will be submitted to the Annual General Meeting, which will continue to provide for a dividend of EUR 1.20 per dividend entitled no-par value share for the past financial year. In such case, the amount to be carried forward shall be adjusted as follows: if the number of dividend entitled no-par value shares and thus the total dividend amount increases, the amount to be carried forward shall decrease accordingly.

By proposing to allocate a portion of the retained earnings to the revenue reserves, it shall be ensured that the Company will continue to have sufficient distributable and unencumbered assets available in the future in order to be able to acquire shares of the Company from its shareholders. This may relate both to a potential continuation of the suspended 2025 share buyback program, under which additional shares could be repurchased over the stock exchange, and to the implementation of further future buyback offers.