The board of directors of EKOPAK NV (the “Company”) announces, pursuant to Article 7:97, §4/1 of the Belgian Code of Companies and Associations (the “CCA”), that on 31 August 2026 it decided to enter into a transaction with a related party.

Description of the transaction

The Company has entered into a private subordinated loan with a limited conversion feature with Alychlo NV, acting as lender and reference shareholder of the Company. This is the second subordinated loan that the Company has entered into with Alychlo NV in 2026, following the earlier loan of EUR 5,000,000 announced on 20 April 2026.

The loan has a principal amount of up to a maximum of EUR 5,639,000 and a term of three years from the drawdown date (the “Drawdown Date”). It bears interest equal to EURIBOR (6 months), plus a margin of 4% per annum, payable semi-annually in cash. As regards the principal amount, the loan is contractually subordinated to the Company’s existing senior debt.

Unlike the April 2026 loan – which included an automatic conversion right at a conversion price fixed in advance on the basis of the volume-weighted average share price (VWAP) – this loan provides for a more limited, two-tier conversion structure: (i) a conditional conversion right on the final maturity date, exercisable only if the Company is unable at that time to repay the loan in full in cash, at a conversion price equal to the VWAP of the share over the thirty (30) trading days immediately preceding the final maturity date; and (ii) a conversion/participation right in favour of Alychlo upon any future capital increase of the Company of at least 2% of its capital (on a fully diluted basis) or other share-related financing, at a conversion price equal to the issue price of that transaction, without any discount.

The loan is intended to strengthen the Company’s short-term liquidity position and support its general corporate purposes, pending the development of a structural financing solution. Drawdown of the loan is subject to the (already given) written confirmation from the Company’s senior lending banks that they have agreed to a moratorium on capital repayments, in an amount equal to the amount of the loan.

Relationship with the related party

Alychlo NV is the Company’s reference shareholder and qualifies as a related party within the meaning of Article 7:97 of the CCA.

Decision of the committee of independent directors

In accordance with Article 7:97 of the CCA, the proposed transaction was assessed in advance by a committee of three independent directors. This committee issued a written and detailed reasoned opinion, the conclusion of which reads as follows:

“The Committee has assessed the private subordinated loan of up to a maximum of EUR 5,639,000 between the Company and Alychlo in accordance with Article 7:97 of the CCA, on the basis of the documents and information referred to in this opinion.

On that basis, the Committee is of the opinion that:

–           the Loan, given its terms and in particular its subordinated and private nature and its limited, conditional conversion structure, is in the interest of the Company and all of its shareholders, including its minority shareholders;

–           any disadvantages and risks of the Loan (including the additional interest expense, the tight drawdown period, the potential dilution and the contractual restrictions) are offset by its benefits, in the context of the Company’s policy of strengthening its liquidity position pending a structural financing solution;

–           the proposed transaction, taking into account the interests of the Company and its shareholders that are not related parties, is not manifestly improper within the meaning of Article 7:97 of the CCA.”

The board of directors confirms that it has taken note of this opinion and hereby resolves to endorse it.

Financial consequences

The board of directors notes that the transaction results in an immediate strengthening of the Company’s liquidity position of up to a maximum of EUR 5,639,000. Against this, the Company is incurring subordinated debt that will give rise to additional interest expense over the term of the loan, indicatively estimated at approximately EUR 380,000 to EUR 405,000 per year, and approximately EUR 1,140,000 to EUR 1,215,000 over the full three-year term.

This loan comes on top of the subordinated convertible loan of EUR 5,000,000 entered into earlier on 20 April 2026, which remains fully outstanding to date, such that the Company’s total subordinated debt position under both loans combined amounts to up to a maximum of EUR 10,639,000. Of this amount, following a partial transfer by Alychlo in May 2026, up to a maximum of EUR 9,989,000 is owed to Alychlo.

The board of directors notes that, unlike the April 2026 loan, this loan does not contain a conversion price fixed in advance for Alychlo: any conversion will take place either at the market price then prevailing (VWAP) on the final maturity date, or on the same terms as other investors in a future capital increase. For illustrative purposes only, based on the closing price of the Company’s share on Euronext Brussels on 27 August 2026 of EUR 3.79, a full (hypothetical) conversion of the principal amount would result in potential dilution of existing shareholders of approximately 3.32%. This estimate is purely indicative and has no predictive value whatsoever; the effective conversion price and dilution will, as the case may be, depend on (i) the VWAP over the thirty (30) trading days immediately preceding the final maturity date, or (ii) the issue price of a future capital increase or other share-related financing, as applicable.

The Loan does not, as of today, involve a capital increase and has no immediate dilutive effect on existing shareholders, given that no new shares are issued at the time the Loan is entered into. Any conversion of (part of) the Loan will, as the case may be, be implemented through the authorised capital or, where applicable, an extraordinary general meeting.

Opinion of the statutory auditor

“Based on our review, nothing has come to our attention that causes us to believe that the financial and accounting data referred to in the opinion of the committee of independent directors dated 31 August 2026 and in the draft minutes of the board of directors dated 31 August 2026, substantiating the proposed transaction, are not, in all material respects, consistent with the information available to us in the context of our engagement.”

About Ekopak Sustainable Water

Ekopak is a Belgian company specialized in solutions for industrial water treatment and wastewater treatment. The group’s solutions enable industrial customers to reduce their water consumption in a sustainable, reliable and cost-effective way and to purify their wastewater. Ekopak also enables its customers to disconnect from the regular water network and to adopt circular water use. In doing so, Ekopak focuses on optimizing water use through modular water treatment units that convert grid-independent water sources such as rain, surface and/or wastewater into purer water that can be used and reused in the customer’s industrial processes.

Ekopak offers its solutions worldwide and operates from offices in Belgium, France, the Netherlands, Morocco, the Philippines, Thailand, Mexico, Singapore, India and the US.

All Ekopak shares are listed on Euronext Brussels (ticker EKOP).

More information: www.ekopakwater.com

  

For more information, please contact:

ir@ekopakwater.com – +32 (0) 51 75 51 05