Press Release ER Capital N.V. – Results financial year 2025

ER Capital N.V.

ANNUAL REPORT

2025

Table of Contents

Company Profile 4

Letter from the Executive Board 5

Strategy and Value Creation 6

Financial Review 6

Outlook for Financial Year 2026 11

Governance 12

The Executive Board 13

Supervisory Board Profile 13

Report from the Supervisory Board 15

Remuneration report 19

Corporate Governance 22

Risk Management and Control 28

Statements from the Executive Board 32

Investor Relation Information 34

Consolidated statement of comprehensive income 36

Consolidated statement of financial position 37

Consolidated cash flow statement 38

Statement of consolidated changes in equity 40

Statement of consolidated changes in equity 40

Notes to the Consolidated Financial Statements 41

Significant accounting policies 49

Financial risk management 60

Notes to the Consolidated statement of comprehensive income 65

1. Gross rental income 65

2. Property operating expenses 65

3. Changes in value of investment properties and property rights 65

4. Administrative costs 66

5. Financial income and expenses 66

6. Corporate income tax 67

   Notes to the consolidated balance sheet 68

7. Intangible fixed assets 68

8. Investment properties 68

9. Right-of-Use Assets 70

10. Financial assets 71

11. Deferred tax assets 71

12. Trade and other receivables 72

13. Cash and cash equivalents 72

14. Group Equity 72

15. Borrowings 76

16. Deferred tax liabilities 82

17. Provisions 83

18. Other non-current liabilities 83

19. Lease liabilities 83

20. Current interest bearing loans 84

21. Other current liabilities 84

22. Contingent liabilities 85

23. Related party transactions 87

24. Events after the reporting period 89

    Company income statement 90

    Company balance sheet 91

    Notes to the company financial statements 92

25. Financial fixed assets 93

26. Trade and other receivables 94

27. Equity 95

28. Provision for negative equity of subsidiaries 96

29. Debt to group companies 96

Signing of the financial statements 96

Independent auditors report 97

Company Profile

ER Capital N.V. ("ER Capital" or "the Company") is an independent public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands and based in Rotterdam.

ER Capital initiates and structures real estate investment funds and propositions, actively manages its own portfolio of Dutch commercial real estate and (re)develops properties within that portfolio. The Company primarily focuses on multi-tenant office buildings and light industrial assets in the Netherlands. Day-to-day operations are carried out by an in-house team and specialised external service providers.

The current legal structure of ER Capital N.V. is the result of a triangular legal demerger (juridische driehoekssplitsing) completed on 30 June 2025. Under this transaction, all assets and liabilities of ER Capital N.V. (the former privately held ER Capital N.V.) were transferred by universal succession of title to three wholly-owned subsidiaries of Titan N.V. Following completion of the demerger, Titan N.V. changed its statutory name to ER Capital N.V. Titan N.V. has been listed on Euronext Amsterdam since 1997 and continued its listing following the change of its statutory name to ER Capital N.V. on 30 June 2025. The comparative financial information included in this Annual Report reflects the financial position and results of the predecessor entity, ER Capital N.V. (formerly), which ceased to exist upon completion of the demerger.

Letter from the Executive Board

Dear reader,

The financial year 2025 marked a year of further development and positioning of ER Capital N.V. as a listed real estate investment and fund management company. Following the reverse listing on Euronext Amsterdam and the completion of the legal restructuring, the Company focused in 2025 on integrating its activities, strengthening its organisational structure and further professionalising its governance and internal control environment. Furthermore, the Company focused on setting up real estate funds, redevelopment projects and the management of our own portfolio.

In a market environment characterised by regulatory developments and continued uncertainty in parts of the Dutch real estate market, ER Capital N.V. concentrated on disciplined capital allocation, active asset and fund management and maintaining a prudent financial position. The Executive Board has assessed the Company's financial position and liquidity outlook and has a reasonable expectation that the Company will have sufficient liquidity and access to funding to meet its obligations and to continue its activities. On this basis, the Executive Board considers it appropriate to prepare the 2025 financial statements on a going concern basis.

Looking ahead, ER Capital N.V. will continue to focus on long-term value creation through careful selection and management of real estate investments and fund propositions, while maintaining a balanced risk profile and complying with applicable laws and regulations. The Executive Board thanks the Company's shareholders, financing partners, employees and other stakeholders for their continued trust and support.

Sincerely,

Sebo J. Eelkman Rooda Chief Executive Officer ER Capital N.V.

Strategy and Value Creation

The primary objective of ER Capital is to create sustainable long-term shareholder value through a combination of recurring rental income, value appreciation of its real estate activities and income generated from investment-related activities. The Company is an active real estate company that acquires, (re)develops and actively manages its real estate portfolio, and generates additional income through the initiation and structuring of real estate investment propositions and through its participation in related activities.

In addition to financial metrics, the Company considers a limited set of non-financial indicators, including employees and stakeholder environment, and is in the early stages of further developing its approach to sustainability in the context of long-term value creation.

Financial Review

This section provides a review of the financial performance of ER Capital N.V. for the year ended 31 December 2025, as well as the financial position of the Company as at 31 December 2025. All amounts are presented in thousands of euros unless otherwise stated.

Financial highlights 2025

During 2025 ER Capital further expanded its real estate activities and completed the reverse listing transaction through Titan N.V. As a result, the Company's asset base and financing structure increased compared with the previous year.

1 ER Capital N.V.'s shareholders equity before the reverse listing

Analysis of results

Gross rental income increased to €4.7 million in 2025 compared with €3.1 million in 2024. This increase primarily reflects the expansion of the Company's property portfolio and the full-year contribution of assets acquired in prior periods.

Changes in the fair value of investment properties resulted in a net decrease of €0.9 million in 2025, compared with a positive revaluation of €1.6 million in 2024. These movements reflect changes in market conditions and asset-specific valuation adjustments.

Administrative expenses increased to €6.3 million in 2025 (2024: €2.7 million). The increase mainly relates to the listing service expenses (IFRS 2), organisational growth, the costs associated with listing of ER Capital N.V., overlapping corporate overhead associated with two top holding entities, and further enhancements to the Company's governance and operational structure.

In 2025 the Company incurred non-recurring costs in connection with its listing on Euronext Amsterdam, comprising transaction and advisory fees, temporary operational inefficiencies, organisational build-up costs and acquisition-related write-offs. Management does not expect these costs to recur.

As a result, the Company recorded an operating loss of €3.5 million in 2025, compared with an operating profit of €1.0 million in 2024.

Financial expenses increased to €3.7 million in 2025 (2024: €2.2 million), mainly due to additional financing obtained to support the growth of the property portfolio.

The net result after tax amounted to a loss of €6,7 million attributable to shareholders in 2025 compared with a loss of €1.9 million in 2024.

Historical performance

The losses recorded in prior years are, in management's view, attributable to specific, non-recurring factors characteristic of the Company's growth phase, including transaction costs related to portfolio expansion, temporarily elevated financing costs during a period of rising interest rates, organisational build-up costs that preceded revenue growth, and costs incurred in connection with the Company's listing on Euronext Amsterdam. Management does not expect these factors to recur at comparable levels.

Balance sheet analysis

Total assets increased to €96.6 million at 31 December 2025, compared with €66.3 million at 31 December 2024. The increase was primarily driven by the growth of the investment property portfolio and by the consolidation of the funds.

Investment properties increased to €90.9 million at year-end 2025 (2024: €58.5 million), reflecting acquisitions and investments made during the year.

Shareholders' equity amounted to €3.0 million at 31 December 2025 (2024: €9.7 million). Interest-bearing loans increased to €79.4 million at year-end 2025 compared with €47.0 million in 2024. The increase primarily relates to financing obtained to finance the acquisition of real estate assets and related investment entities.

The Company's cash position amounted to €1.7 million at 31 December 2025 (2024: €1.8 million). Cash flow analysis

The Company's cash position amounted to €1,711 thousand at 31 December 2025 (2024: €1,828 thousand), representing a net decrease of €117 thousand during the year (2024: €723 thousand

increase). Cash used in operating activities amounted to €3,178 thousand (2024: €1,824 thousand), reflecting the operating loss and interest payments, partly offset by non-cash adjustments. Cash used in investing activities amounted to €16,793 thousand (2024: €22,565 thousand), primarily reflecting investments in investment properties and acquisitions of subsidiaries. Cash generated from financing activities amounted to €19,854 thousand (2024: €25,112 thousand), reflecting proceeds from borrowings, dividends and purchase of treasury shares. A detailed cash flow statement is included in the financial statements.

Going Concern and liquidity position

The Company reported a net loss of €6,7 million attributable to shareholders in 2025, partially attributable to non-recurring costs related to the reverse listing and organisational build-up in connection with the transition to a listed platform (comprising transaction-related costs, IFRS 2 listing service expense, advisory fees and organisational build-up costs) together with a negative fair value movement on the property portfolio. These items are not indicative of the Company's structural earning capacity and are not expected to recur at comparable levels by management.

Key indicators and trigger events

The Executive Board has identified the following key indicators and potential trigger events that would, if they materialised, be likely to affect the Company's ability to continue as a going concern and would prompt a reassessment of the going concern conclusion and, where appropriate, the immediate activation of mitigating measures:

Fund launch activity and deal flow

A material and prolonged reduction in real estate deal flow would materially affect the Company's fee income and cash position.

Investor appetite

A material decline in investor appetite, evidenced by failure to achieve minimum subscription thresholds in planned fund launches, would adversely affect the Company's ability to generate structuring fee income and short-term cash flow.

Interest rate and macro-economic environment

A significantly higher interest rate environment, resulting in risk-free alternatives offering materially competitive returns, could reduce investor appetite for real estate fund propositions and delay planned fund launches.

Regulatory environment

An unexpected adverse change in the regulatory framework applicable to the Company or its regulated subsidiaries could affect the Company's ability to structure and market investment products.

The Executive Board monitors these indicators on a continuous basis through regular management reporting, investor feedback, market analysis and proactive dialogue with financing partners and regulatory advisors. As at the date of approval of these financial statements, none of the above trigger events has been identified.

The Company's approach to risk appetite is described in the section Risk Management and Control of this management report. In summary, the Company maintains a moderate risk appetite for strategic, investment, financial and liquidity risks, and a low risk appetite for operational, IT and compliance risks. The risk appetite is determined by the Executive Board and is regularly re-evaluated in light of changing circumstances.

Business model and financial position

In preparing the financial statements, the Executive Board has assessed the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

The Company operates a real estate business model combining direct real estate ownership, (re)development activities and the initiation and structuring of real estate investment propositions. As a result, the Company's income profile consists of a combination of recurring income streams, including rental income, service fees and other fee-based income, and transaction-driven income such as structuring fees, entry fees and realised gains. Structuring fees are typically realised upon the successful establishment of funds (approximately €350k per fund). The Company expects that, as funds are established, an increasing contribution will be generated from recurring fee-based income, including management fees expected to amount to approximately €100k per fund annually once funds are operational. Consequently, the timing of cash inflows may not fully align with the Company's fixed cost base, which primarily consists of personnel, interest and operating expenses.

As at year-end 2025, the Company (excluding the consolidated entities Stichting ERC Subfonds I (Boreel) and KCN Group B.V. has approximately €3 million in visible equity, approximately €21 million in unsecured funding and approximately €35 million in mortgage-backed financing, supported by a real estate portfolio of approximately €66 million, as further detailed in the financial statements.

Cash flow projections

The Executive Board has prepared cash flow projections covering a period of at least twelve months from the date of approval of these financial statements, based on internally approved budgets and financial forecasts. These projections take into account contracted rental income from the existing portfolio, structuring fee income to the extent realised from fund-related activities and continued access to existing financing facilities.

A conservative scenario has also been prepared, based solely on committed income streams and currently available financing, modelling delays in fund activities, lower fee income, adverse fair value movements and increased vacancy rates. The conservative scenario does not assume the realisation of uncommitted transactions or pipeline activities.

Key assumptions and sensitivities

The projections are sensitive to a number of key assumptions, including the timing and number of fund activities, the realisation of structuring fees and transaction-related gains, access to external financing and refinancing, and the performance of the real estate portfolio, including rental income and occupancy levels. The Company's earnings profile is partly transaction-driven, resulting in variability in short-term results.

Expected improvement in financial performance

For the purpose of the going concern assessment, the Executive Board expects improvement in 2026 to be primarily driven by the non-recurrence of one-off costs, growth in rental income and an increase in fee-based activities. The Executive Board considers the realisation of this improvement to be essential to the Company's financial recovery and expects a materially improved bottom-line result compared to 2025.

In addition, the Company expects potential upside from transaction-related gains; however, these are subject to execution and are therefore not included in the downside scenario. The Company's going concern assessment does not rely on the realisation of transaction-dependent income.

Macro-economic, geopolitical and climate-related considerations

In preparing its going concern assessment, the Executive Board has considered the potential impact of broader macro-economic, geopolitical and climate-related factors on the Company's operations and financial position. These factors include continued uncertainty in global geopolitical conditions, the potential for economic slowdown in the Netherlands and broader European markets, inflationary pressures affecting construction costs and real estate valuations, and increasing regulatory and market focus on climate-related risks and the energy efficiency standards of real estate assets.

While a higher inflationary environment generally supports the investment case for real estate as an inflation hedge - which the Company actively communicates to its investor base - a prolonged period of economic uncertainty or geopolitical instability could dampen investor appetite and delay planned transactions. Similarly, increasing energy-efficiency requirements may affect the capital expenditure required to maintain and improve the Company's portfolio assets.

The Executive Board has taken these factors into account in its scenario analyses. Monitoring and mitigating measures

The Executive Board monitors key indicators that may impact the Company's liquidity position and regularly updates its cash flow forecasts. In the event of adverse developments, the Company has identified mitigating measures, including the postponement or scaling down of discretionary investments and development activities, the reduction or phasing of operating expenses, the acceleration of asset disposals or partial sales of development interests, expansion of the unsecured funding base though additional issuances, and the attraction of additional external financing or equity. The risk management framework, including the governance structure and the role of the Executive Board and Supervisory Board in monitoring and responding to risks, is further described in the section Risk Management and Control of this management report. In addition, the Executive Board has identified certain areas for further improvement in the risk management and control system, including continued documentation and standardisation of key controls in the financial reporting process, further strengthening of IT general controls and ongoing enhancement of the compliance and reporting framework. Actions to address these improvement areas have been initiated and are being monitored by the Executive Board and discussed with the Supervisory Board.

Conclusion on going concern

The Executive Board has carefully considered the uncertainties described above, including the transaction-driven nature of part of the Company's income and its dependence on external financing. Based on its analysis, including the base case and conservative scenario and taking into account the available mitigating measures, the Executive Board concludes that it has a reasonable expectation the Company will have sufficient liquidity to meet its financial obligations for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Outlook for Financial Year 2026

The Executive Board expects to improve its financial performance in 2026, driven by a combination of recurring income streams and transaction-related activities. Rental income from the existing real estate portfolio is expected to provide a stable base, while additional income may be generated from structuring fees to be realised upon the successful establishment of funds, transaction-related gains and management fees to be generated over time from fund-related activities.

The Executive Board expects operating costs to increase modestly in 2026, reflecting the planned expansion of the organisation to support fund management activities, increased investor relations and marketing efforts in connection with the planned fund launches, and initial fund set-up costs. These investments are directly linked to the anticipated growth in structuring and management fee income and are expected to be offset by the anticipated increase in revenues from fee-based activities.

The Company's projected operating cost ratio of approximately 20% of rental income is supported by the portfolio composition, which includes a portion of properties with minimal associated operating costs. This is consistent with the historical performance of certain portfolio entities and is further explained in the Financial Review.

The outlook for 2026 is dependent on several key factors, including the successful execution of planned transactions, the timing and number of planned fund activities, and continued access to external financing. The Company's business model includes both recurring and transaction-driven elements, which may result in variability in short-term results depending on market conditions and execution timing.

The Company expects to continue its investment activities in its real estate portfolio, including selective acquisitions, (re)development projects and active portfolio management. In addition, the Company aims to further develop its organisational structure and operational capabilities in line with its growth strategy and listed status.

Market conditions in the real estate sector, including interest rate developments, financing availability and valuation levels, may impact the Company's performance and investment opportunities. The Company continuously monitors these developments and adjusts its strategy where necessary.

The Company remains focused on maintaining a balanced financial position, with particular attention to liquidity management, refinancing of existing debt and securing additional funding where required. The ability to access capital markets and maintain relationships with financing partners is an important factor in supporting the Company's activities.

Based on its current projections, and realisation of key assumptions, the Company aims to return to profitability in 2026. This expectation is subject to the successful execution of planned activities and the absence of significant adverse developments in market conditions or financing availability.

Governance

The Executive Board

S. J. Eelkman Rooda (Sebo)

• Chief Executive Officer

• Date of initial appointment as member of the Executive Board: 30-6-2025

J.B. Sundelin (Jan)

• Chief Executive Officer (former Titan N.V.)

• Date of initial appointment as member of the Executive Board: 14-2-2007

• Current term of office ended: 13-10-2025

Z. van Puijenbroek (Zwier)

• Chief Financial Officer (former Titan N.V.)

• Date of initial appointment as member of the Executive Board: 1-4-2024

• Current term of office ended: 13-10-2025

Supervisory Board Profile

In 2025 the Supervisory Board of ER Capital N.V. consisted of the following members:

Mr Werger has been a member and chair of the Supervisory Board since 2018. Ms Spapens and Mr Havinga were appointed with effect from 10 September 2025 by the Extraordinary General Meeting of Shareholders (BAVA) of ER Capital N.V. held on 10 September 2025.

Responsibilities

It is the duty of the Supervisory Board of ER Capital N.V. to exercise supervision over the policies adopted by the Executive Board of ER Capital N.V. ("the Executive Board") and over the general conduct of the business of ER Capital N.V. ("the Company"). Furthermore, the Supervisory Board shall provide the Executive Board with advice. In the performance of their duty, the Supervisory Board members are guided by the interests of the Company and take into account the relevant interests of all of the Company's stakeholders. The Supervisory Board has due regard for the corporate social responsibility issues that are relevant to the Company. The Supervisory Board is responsible for the quality of its own performance.

Desired expertise and background

The composition of the Supervisory Board shall be such that the Supervisory Board members are able to act critically and independently of one another and of the Executive Board and any sectional interest. Each Supervisory Board member must be capable of assessing the broad outline of the overall strategy

of the Company and its business. As a whole, the composition shall be such that it enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and other stakeholders. The Supervisory Board shall be constituted in a balanced manner as to reflect the nature and variety of the Company's businesses and the desirability to have available expertise in such fields as finance, tax, economic, and legal/corporate governance. All members have an academic background and more than 20 years of professional experience. As a collective, the Supervisory Board possesses adequate knowledge of the Company's business, risk profile and financial reporting to effectively supervise the Executive Board.

Desired diverse composition

Our diversity policy and diversity aspects that are considered are included in the section Corporate Governance, starting on page 22. The objective of our diversity policy with respect to the composition of the Supervisory Board is to ensure that the Board consists of members with the right expertise, experience and competencies to fulfil their roles and complement each other. In addition, we believe that a balanced distribution among men and women contributes and leads to better decision-making. As a corresponding target, at least one third of our Supervisory Board should consist of women (corresponding to at least 1 woman given the current size of our Supervisory Board).

Size

In principle, the number of members of the Supervisory Board shall amount to at least three (3). The current composition is in line with this.

Independence

The Supervisory Board is composed in such a way that it can operate independently and critically in relation to the Management Board and to any particular interests involved. The Supervisory Board considers all of its members to be independent within the meaning of best practice provisions 2.1.7 and

2.1.8 of the Dutch Corporate Governance Code.

Report from the Supervisory Board

To the shareholders,

This report reflects an overview of what was discussed with the Executive Board. In the financial year 2025, the newly established Supervisory Board met once and no board members were absent. During the financial year 2025, several informal meetings were held.

The financial year 2025 was a transformative year for the Company. The Supervisory Board devoted attention to the reverse listing of ER Capital N.V. through Titan N.V. and the implementation of the triangular legal divisions (legal demerger) through which Titan N.V. acquired the business of ER Capital

N.V. via three wholly-owned subsidiaries. In this context, the Supervisory Board prepared and supervised the Extraordinary General Meeting of Shareholders held on 27 June 2025, at which shareholders were requested to adopt the triangular divisions, approve related share issuances, and amend the articles of association to reflect the new post-transaction structure, including the change of name to ER Capital N.V.

Organizational aspects

The Supervisory Board consists of three members. For detailed information of each individual member, reference is made to the section The Supervisory Board. As at 31 December 2025, Mr. Havinga holds shares in ER Capital N.V. None of the other current members of the Supervisory Board hold shares in the Company. During the financial year 2025, Mr. Nordling, who stepped down on 10 September 2025, held less than 1% of the shares in the Company.

The Supervisory Board is construed in line with the best practice provisions as stated in Chapter II of the Dutch Corporate Governance Code (2025). With reference to the Code, all members of the Supervisory Board are considered independent. One member holds a minor shareholding (less than 1%) in the Company, which does not affect the assessment of his independence under the Code. The Supervisory Board as a whole is therefore considered to be independent. The Supervisory Board notes that the composition of the Supervisory Board is in line with the required profile of the Supervisory Board. Each board member has their specific field of complementary expertise.

Term of appointment

A member of the Supervisory Board will be appointed for a maximum period of four years. On expiry of the four- year term, a member of the Supervisory Board may be reappointed for successive terms of four years each.

General business

The Supervisory Board supervised and monitored the following during the year: The achievement of the objectives of the Company and its management

A key event during the year was the legal demerger and related restructuring, which took effect on 30 June 2025. As part of a legal demerger of ER Capital N.V., the old entity ceased to exist, and all assets and liabilities were transferred under universal succession of title to the three subsidiaries of Titan N.V. Titan N.V. effectively acquired ER Capital N.V. and paid for the acquisition through the allotment of shares. Following this transaction, Titan N.V. changed its statutory name to ER Capital N.V. (NEW). The articles of association of ER Capital N.V. were amended on 30 June 2025 to reflect the new structure.

In 2025 ER Capital further developed its strategy as a listed Dutch real estate company, focusing on the acquisition, (re)development, leasing and management of Dutch real estate, and additionally on the initiation and structuring of real estate investment propositions for professional and private investors.

The Supervisory Board closely monitored these developments, paying particular attention to:

• The financial and strategic rationale of the new legal structure;

• The impact on shareholders and other stakeholders;

• The initiation and structuring of real estate investment vehicles in various legal forms;

• Legal and compliance matters.

  Going concern and liquidity

  The Supervisory Board has reviewed the going concern assessment performed by the Executive Board, including the underlying cash flow projections and scenario analyses. The Supervisory Board has discussed the key assumptions, risks and mitigating measures with the Executive Board and has satisfied itself that these have been appropriately considered. Based on this review, the Supervisory Board supports the conclusion of the Executive Board that the Company has a reasonable expectation to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

  The corporate risk profile and the internal risk management and control system

  The Supervisory Board discussed the Company's risk profile with the Executive Board and with the external independent auditor. The Supervisory Board recognizes that the risk profile of ER Capital N.V. is adequately understood, monitored and acted upon by the Executive Board in a sufficient way. The Supervisory Board is satisfied with the structure and operation of the internal risk management and control system and is convinced that its (financial) consequences have been adequately reflected in the Company's processes and accounting principles.

  Audit Committee duties

  The Supervisory Board as a whole monitored the accounting and reporting processes (for further explanation on this refer to the section Corporate Governance). In order to ensure the quality of the financial reporting process and to discuss the findings on the financial statements, the Supervisory Board meets with the Company's external independent auditor, GCP Auditors Ltd. The Supervisory Board closely followed whether the advice of the external independent auditors received a proper follow up by the Executive Board.

  Meetings of the Supervisory Board

  In 2025 the Supervisory Board held regularly scheduled meetings with the Executive Board as well as additional ad hoc meetings when required. In addition, the Chair and individual Supervisory Board members maintained frequent informal contact with the Executive Board. Key subjects discussed in 2025 included:

• ER Capital's strategy as a Dutch real estate company;

• The composition and quality of the real estate portfolio and the pipeline of acquisitions;

• The legal demerger and corporate structure and the positioning of ER Capital on Euronext Amsterdam;

• Financial performance and capital structure;

• Risk management and internal control.

Evaluation of the Supervisory Board and the Executive Board

In FY 2025, the Supervisory Board has evaluated its own performance several times in an informal setting, in most cases immediately after the regular meeting and in some cases separately by phone. Each year a formal evaluation of the performance of the Supervisory Board and the Executive Board is scheduled after the regular meeting. This is a Supervisory Board-only meeting and will be followed up

with a feedback meeting with the Executive Board if this is deemed necessary. Based on the most recent evaluations performed, no follow-up actions were deemed necessary.

Remuneration

The Remuneration Policy outlines the terms and conditions for the members of the Executive Board of the Company. The objective of the Remuneration Policy is to provide a structure that retains and motivates the current members of the Executive Board by providing a well-balanced and incentive-based compensation.

According to article 135 of book 2 of the Dutch Civil Code, the Remuneration Policy requires the approval of the General Meeting of Shareholders. On March 27, 2020, the General Meeting of Shareholders has adopted the revised Remuneration Policy for a period of 4 years (ending on March 27, 2024). At the most recent General Meeting, no vote was held to formally renew or alter the Remuneration Policy. Within the scope of the Remuneration Policy, the Supervisory Board, will determine the Remuneration Plan, which will be the basis of the remuneration of the Executive Board. The remuneration policy adopted on March 27, 2020 expired in March 2024. Following this period, the Company (at that time Titan N.V.) operated as a listed entity without material operational activities. During this phase, no material remuneration was granted to members of the Executive Board.

Following the reverse listing and the transformation into ER Capital N.V. in 2025, a new Remuneration Policy has been prepared to reflect the Company's renewed strategy, scale, and operational activities. This new policy has not yet been approved and will be submitted for adoption at the next General Meeting of Shareholders.

Remuneration of the Supervisory Board

The remuneration of the members of the Supervisory Board is determined by the General Meeting of Shareholders within the framework of the Company's remuneration policy. A detailed overview of the individual remuneration of the Supervisory Board members is presented in the remuneration report, which forms part of this Annual Report.

Remuneration of the Executive Board

The remuneration of the Executive Board is based on the remuneration policy as adopted by the General Meeting of Shareholders and is designed to support the Company's long-term value creation, its strategy and its risk profile. A detailed overview of the individual remuneration of the Executive Board is presented in the remuneration report, which forms part of this Annual Report.

Termination of employment

The duties of the Executive Board are performed under a management agreement between the Company and Overhill Holding B.V. The management agreement is entered into for an indefinite period of time and includes an arrangement on the notice period required for termination by either party, as well as provisions for termination in specific situations such as prolonged incapacity or other urgent cause. No other special termination rights have been agreed for the member of the Executive Board.

Severance Package

The Company does not have any agreement with the Executive Board on severance as per year end (31 December 2025).

Shares

The Company does not have any agreement with the Executive Board on shares as per year end (31 December 2025).

Loans

The Company does not have any agreement with the members of the Executive Board on loans as per year end (31 December 2025).

Remuneration report

The proposed remuneration of the Executive Board and Supervisory Board is disclosed in detail in the Remuneration Report. Reference is also made to the note on related party disclosures as included in the financial statements.

On behalf of the Supervisory Board,

G. Werger

Chairman of the Supervisory Board, ER Capital N.V.

Remuneration report

This remuneration report provides accountability for the remuneration of the Executive Board of ER Capital N.V., its most important aspects, and how it has been applied during the financial year ended 31 December 2025.

The remuneration of the Executive Board is determined by the Supervisory Board. In accordance with Article 2:135 of Book 2 of the Dutch Civil Code, the Remuneration Policy requires the approval of the General Meeting of Shareholders.

A new Remuneration Policy has been prepared following the reverse listing and transformation into ER Capital N.V. in 2025. This policy reflects the Company's renewed strategy, scale, and operational activities. However, as at 31 December 2025, the Remuneration Policy had not yet been approved by the General Meeting of Shareholders. The proposed policy will be submitted for adoption at the next General Meeting of Shareholders.

General principles

The Supervisory Board ensures that the Remuneration Policy and the implementation of each Remuneration Plan, are aligned with the Company's objectives in order to ensure that target setting for senior executives and Executive Board will support the successful realization of the strategy of the Company. At the same time, both the Remuneration Policy itself, and the checks and balances applied in its execution, are designed to comply with the applicable legislation, the Code and SDR II and to determine that any risks taken, will be in line with the strategy and risk appetite of the Company.

During FY 2025, remuneration of the Executive Board included a variable component, which is directly dependent on the Company's balance sheet total. No predefined performance targets or target ranges were set.

Executive Board remuneration 2025

In 2025, a new executive governance and remuneration structure was prepared following completion of the reverse listing and related legal demerger. On 30 June 2025, Mr S.J. Eelkman Rooda was appointed as member of the Executive Board. Since that date, the executive management of ER Capital N.V. has been performed through his personal holding company, Overhill Holding B.V., under a management agreement with the Company. On 13 October 2025, Mr Jan B. Sundelin and Mr Zwier van Puijenbroek resigned as members of the Executive Board. As from that date, the executive management of ER Capital

N.V. consists of one member.

Under this management agreement, and within the framework of the Remuneration Policy, the remuneration of the Executive Board consists of:

• a fixed annual management fee that reflects the scope of responsibilities, time commitment and the size and complexity of ER Capital N.V. (base year 2017, indexed annually);

• a variable fee equal to 0.1% of the consolidated balance sheet total of ER Capital N.V.; and

• an annual car allowance.

All fees are invoiced to the Company by Overhill Holding B.V. For financial year 2025, the Executive Board did not receive any additional profit-sharing arrangements, discretionary bonus, long-term incentive plan, share-based remuneration or pension contributions from the Company. The amounts relating to the fixed fee, the variable fee (0.1% of the consolidated balance sheet total) and the car allowance for 2025 are presented in the table below.

Pay ratio CEO (€ x 1,000)

salary

The average annual employee salary is calculated by dividing the total remuneration of employees (excluding the CEO) by the average number of full-time equivalents (FTEs) during the year.

*Represents a one-off transaction bonus of €60,000 awarded in connection with the successful completion of the legal demerger (reverse listing) of ER Capital N.V. (former Titan NV)

Pay ratio CFO (€ x 1,000)

There is no statutory CFO since the reverse listing. Consequently, no individual remuneration or pay ratio for the CFO is disclosed for the current year. Comparative figures for prior years are presented, as the previous CFO held a statutory director position in those years.

salary

*Represents a one-off transaction bonus of €60,000 awarded in connection with the successful completion of the legal demerger (reverse listing) of ER Capital N.V. (former Titan NV)

Shares, options and warrants

As at 31 December 2025, the CEO, through his personal holding company Overhill Holding B.V., held 3,991,246 ordinary shares and 100 M shares in ER Capital N.V. The M shares carry specific profit-participation rights whereby 20% of the profit surplus remaining after payment of a dividend of €0.06 per share is allocated to the holders of the M shares. These rights are designed to align the CEO's longterm incentives with sustainable value creation for the Company and its shareholders.

Preferred shares in ER Capital N.V. are entitled to an annual dividend of €0.06 per share, carry regular voting rights and are not listed on Euronext. The CEO does not hold any options, warrants or other rights to acquire additional shares in the Company, and no shares held by the CEO are subject to lock-up or vesting conditions under a share-based remuneration plan.

Other disclosures Performance criteria

In 2025 no Short-Term Incentive was awarded.

Early retirement arrangements

The Executive Board has no arrangements for early retirement. No deviations in the decision-making process

During 2025, no deviations from the decision-making process in relation to the execution of said Remuneration Policy were noted.

General Meeting's advisory vote

Following the reverse listing, a revised Remuneration Policy has been proposed and will be submitted to the General Meeting of Shareholders for approval. As at the date of issuance of these financial statements, the Remuneration Policy has not yet been approved.

Supervisory Board remuneration

The General Meeting of Shareholders sets the remuneration of the members of the Supervisory Board. Members of the Supervisory Board are entitled to a fixed remuneration as well as a reimbursement for travel expenses incurred. The chairman received an one-off transaction bonus of €60,000 awarded in connection with the successful completion of the legal demerger (reverse listing) of ER Capital N.V. (former Titan NV). The remuneration of the members of the Supervisory Board is disclosed in the following table.

Supervisory Board remuneration (€ x 1,000)

Name

Position 2025

2024/2025

(former Titan)

2024

2023 2022 2021

On behalf of the Supervisory Board,

G. Werger

Chairman of the Supervisory Board, ER Capital N.V.

Corporate Governance

ER Capital N.V. is committed to conducting business in an open and honest way. The corporate governance structure of the Company, including its practices, rules and policies, is designed to support such transparency and accountability.

Legal Framework

ER Capital N.V. (the "Company"), is a public limited liability company, established under the laws of the Netherlands. Its shares are listed on Euronext, Amsterdam. As such, several laws and regulations apply to the Company: the Dutch Civil Code, the Dutch securities laws such as the Dutch Financial Supervision Act, the Euronext listing rules and the Dutch Corporate Governance Code of March 2025 (the "Code").

Additionally, the Company, the Executive Board, the Supervisory Board and the staff members are bound by the Company's Articles of Association, the Code of Conduct, the Remuneration Policy, the Insider Knowledge Regulations and several internal procedures.

Shareholders Shares

The Company's share capital consists of Ordinary Shares, Preferred Shares and M Shares. The Ordinary

Shares are partly listed on Euronext Amsterdam and all Ordinary and Preferred Shares carry equal voting rights. The M Shares have special rights and are registered shares with specific financial rights and are not admitted to trading on a regulated market.

Ordinary Shares are partly held by Stichting Administratiekantoor ER Capital (the "STAK") are legally held by the STAK and represented by depository receipts issued to investors. The STAK administers these shares and exercises the associated voting rights. In principle, each depository receipt entitles the holder to give one voting instruction to the STAK, corresponding to one vote at the General Meeting of Shareholders.

Anti-takeover measures

The Company does not have any specific anti-takeover measures in place other than the foundation structure with the STAK as described above.

Shareholders Meeting and Voting Rights

Responsible corporate governance requires the full participation of shareholders in the decision- making in the General Meeting of Shareholders. The Company attaches great value to shareholder relations. In line with relevant laws and regulations, the Company provides all shareholders and other parties in the financial markets with equal and simultaneous information about matters that could have a significant influence on the price of the Company's listed securities, thereby taking into account possible exemptions permitted by those laws and regulations.

The Company shall actively communicate relevant developments of its business to the financial markets through press releases. The dates of publication of (interim) financial reports are announced well in advance and these publications are accessible online via the financial reporting registry of the AFM.

At least once a year a General Meeting of Shareholders is convened, announcing the meeting date and place, the registration date, the agenda of the meeting with explanatory notes and the procedure for attendance. In accordance with Dutch law, the shareholding at the registration date is decisive for the right to attend and address the meeting and to exercise voting rights, notwithstanding a subsequent sale of the shares. Each share entitles its holder to cast one vote. Resolutions are passed by a simple majority of the votes cast, unless Dutch law or the Articles of Association require a larger majority.

Amongst other things the General Meeting of Shareholders decides on the adoption of the financial statements, the appropriation of the net results, the (re)appointment, discharge and remuneration of the members of the Supervisory Board, material changes of the Remuneration Policy, the (re)appointment and the discharge of the members of the Executive Board, the appointment of the external independent auditor, the authorization of another company body to issue new shares, the amendment of the Articles of Association, and other important matters such as major acquisitions or the sale of a substantial part of the Company. The Company prepares a list of decisions made during a shareholders meeting. The Company also prepares the minutes.

Amendments to the Articles of Association

An amendment to the Articles of Association requires approval of the Annual General Meeting of Shareholders. In 2025, the Articles of Association were amended, following the resolution of the Extraordinary General Meeting of Shareholders held on 27 June 2025. In this meeting, shareholders approved a comprehensive amendment of the Articles of Association of Titan N.V. to align the Company's constitutional documents with the reverse listing of ER Capital N.V. This amendment included, among others, the change of the Company's name to ER Capital N.V. and its statutory seat to Rotterdam, the introduction of new share classes (preference shares and M shares) and the related authorised share capital, and various technical changes to facilitate the triangular legal demerger and the new governance and capital structure.

Executive Board Appointment & dismissal

Members of the Executive Board are appointed and dismissed by the General Meeting of Shareholders. Candidates are nominated by the Supervisory Board, subject to prior approval of the meeting of holders of M Shares. The Supervisory Board may suspend a member of the Executive Board at any time; such suspension may subsequently be lifted or followed by dismissal by the General Meeting of Shareholders in line with the requirements of the Articles of Association.

Duties

The Executive Board is entrusted with the management of the Company. This means that it is responsible for the achievement of the Company's targets, its strategy with the associated risk profile, the development of the results and the social aspects of doing business relevant to the Company. For its management the Executive Board is accountable to the Supervisory Board and the General Meeting of Shareholders.

In the performance of its duties, the Executive Board and the Supervisory Board are guided by the interests of the Company, taking the relevant interests of all stakeholders into account and to create sustainable long-term value in accordance with article 1.1.1 of the Code, as well as control of related risks and opportunities subject to article 1.2.1 and 1.2.2 of the Code and communication with its stakeholders.

The Executive Board performs its activities under the supervision of the Supervisory Board. The Executive Board attends the meetings of the Supervisory Board with exception of the meetings focusing on the evaluation of the Supervisory Board and the Executive Board and the annual meeting with the external independent auditor.

The Executive Board provides the Supervisory Board timely with all information essential for the Supervisory Board to exercise its duties.

Composition

At the beginning of 2025, the Executive Board consisted of Mr. J.B. Sundelin and Mr. Z. van Puijenbroek. Mr. Sundelin has served as a member of the Executive Board since 14 February 2007 and acted as CEO, while Mr. Van Puijenbroek was appointed to the Executive Board with effect from 1 April 2024.

Following the reverse listing and related legal demerger, the Company's executive governance changed in 2025. On 27 June 2025, Mr. Sebo Eelkman Rooda was appointed by the (Extraordinary) General Meeting of Shareholders as CEO and member of the Executive Board (effective 30 June 2025).

On 13 October 2025, Mr. Sundelin and Mr. Van Puijenbroek stepped down as members of the Executive Board. As at 31 December 2025, the Executive Board consists of one member: Mr. Sebo Eelkman Rooda (CEO).

Remuneration

The remuneration of the members of the Executive Board has been set in line with the Remuneration Policy of the Company and is in line with the provisions of the Code. There is no severance package for the Executive Board in place. More information about the remuneration of the Executive Board can be found in the Report from the Supervisory Board, starting on page 15 and the Remuneration Report, starting on page 19.

Conflicts of interest

The Executive Board avoids (the appearance of) conflicts of interests between the Company and a member of the Executive Board. All transactions in which a conflict of interest exists or is deemed to exist must be concluded on terms at least customary in the sector concerned.

Resolutions for entering into such transaction must be approved by the Supervisory Board. In the financial year 2025, there were no reports on conflicts of interest.

Supervisory Board Appointment & dismissal

The members of the Supervisory Board are appointed or dismissed by the General Meeting of

Shareholders and in accordance with the Articles of Association. Members of the Supervisory Board do not participate in the voting process regarding their own appointment. Members of the Supervisory Board shall be appointed for a period of four years and resign at the first General Meeting of Shareholders after such period has elapsed.

Members of the Supervisory Board may be re-elected two times for a period of four years as of July 1, 2025. Re-election may only take place after careful consideration.

Duties

The role of the Supervisory Board is to exercise supervision over the policies adopted by the Executive Board and over the general conduct of business of the Company as well as to provide the Executive Board with advice. The general duties of the Supervisory Board include supervising, monitoring and advising the Executive Board on the realization of the Company's operational and financial objectives, the corporate strategy, the risks inherent to the business activities, the design and effectiveness of the internal risk management and control systems, the main financial parameters, the financial reporting process, compliance with applicable laws and regulations, the relationship of the Company with its shareholders and the corporate social responsibility issues that are relevant to the Company.

In the performance of its duties, the Supervisory Board is guided by the interests of the Company and takes the relevant interests of all the Company's stakeholders into account. The Supervisory Board is responsible for the quality of its own performance.

Composition

The Supervisory Board has three members, appointed at the Extra-Ordinary Meeting of Shareholders of September 10, 2025: Mr Georg Werger (president), Mrs Spapens and Mr Havinga. Further information about the members of the Supervisory Board can be found in the section The Supervisory Board, starting on page 15. All members of the Supervisory Board are independent, as is the Supervisory Board as a whole, subject to the relevant requirements of provision 2.1.7, 2.1.8 and 2.1.9 of the Code. The composition of the Supervisory Board is such that its members are able to act critically and independently of one another and of the Executive Board and any particular vested interests. Each member of the Supervisory Board is capable of assessing a broad outline of the overall strategy of the Company and its business.

As a whole, the composition is such that it enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and other stakeholders. The Supervisory Board is constituted in a balanced manner as to reflect the nature and variety of the Company's businesses and the desirability to have available expertise in such fields as finance, economics, management, legal/corporate governance, information technology and the Company's business in general.

For future appointments, selection criteria are taken into account that reflect a balance between the requirements of the role to be filled in and diversity requirements.

The Supervisory Board members are appointed by the General Meeting of Shareholders. A Supervisory Board member is appointed or reappointed for a term commencing on the date of his appointment and ending at the day of the first General Meeting of Shareholders held after the fourth anniversary of this appointment.

Remuneration

The General Meeting of Shareholders approves the remuneration of the members of the Supervisory Board. The current annual fixed remuneration (yearly to be indexed with base year 2025) of Mrs Spapens and Mr Havinga is € 12k and the remuneration of Mr. Werger is € 18k.

Committees

Since the Supervisory Board comprises only three members, no separate remuneration committee and selection and appointment committee have been formed. Also, due to the size of the Supervisory Board, no separate audit committee has been appointed. Rather, the matters for an audit committee, remuneration committee and a selection and appointment committee are addressed by the entirety of the Supervisory Board during its regular meetings.

Internal audit function

During 2025, there was no internal audit function in the Company. Due to the company's limited size, the internal controls including the accounting and governance processes, are of limited complexity. As such, this allows for the Executive Board to closely monitor the internal control system and report to the Supervisory Board. Furthermore, the absence of an internal audit function has not been identified as a principal risk that would require mitigation. In this respect, reference is made to the section Risk Management and Control.

Conflicts of interest

The Supervisory Board avoids (the appearance of) conflicts of interests between the Company and a member of the Supervisory Board and/or a member of the Executive Board. In the financial year 2025, there were no conflicts of interest.

Diversity policy and criteria for the Executive Board and Supervisory Board

The objective of our diversity policy with respect to the composition of the Executive Board and Supervisory Board is to ensure that both Boards consist of members with the right expertise, experience and competencies to fulfil their roles and complement each other. In addition, we believe that a balanced distribution among men and women contributes and leads to better decision-making. As a corresponding target, at least one third of our Supervisory Board should consist of women or men (corresponding to at least 1 woman given the current size of our Supervisory Board).

In preparation of appointment of a new member of the Supervisory Board or Executive Board, selection criteria are considered that reflect a balance between the requirements of the role to be filled in and diversity requirements. In determining the optimal composition of the Executive Board and Supervisory Board, the Company considers various criteria of diversity.

The following criteria are considered for an appointment:

1. Expertise

2. Experience

3. Competencies

4. Gender

5. Development opportunities/potential

6. Age

7. Nationality

8. Ethnic background

9. Education Composition

   The current compositions of the Executive Board and the Supervisory Board as disclosed above satisfy the policy objectives for the diversity of the Boards. Nonetheless, the Company continues to re-evaluate its policies and criteria as necessary and has taken notice of the recent developments in the field of diversity and expectations of stakeholders around this subject. This includes the new law on growth quota for a better male-female ratio in the Netherlands, which entered into effect on 1 January 2022.

   This law requires that at least one third of the supervisory boards of listed companies consists of men, and at least one third of women. This quota applies to new appointments. The current composition of the Supervisory Board of ER Capital N.V. is therefore in compliance with the requirements of this law.

   Further notes on the Company's Corporate Governance

   All members of the Executive Board and the Supervisory Board comply with the rules of Dutch corporate governance regarding the limitations of the number of board positions in Dutch large companies as all members of the Executive Board and the Supervisory Board have no other positions than their position within the Company.

   GCP Auditors LTD has been the external independent auditor during the financial year 2025, being appointed at the General Meeting of Shareholders of June 27, 2025.

   Legal structure

   ER Capital N.V. (the "Company"), formerly Titan N.V., is a Dutch public limited liability company whose shares are listed on Euronext Amsterdam. Following the sale on 13 September 2023 of TIE Kinetix Holding B.V. and the Group's former operating subsidiaries, Titan N.V. no longer had active business operations and did not have any direct or indirect subsidiaries.

   As part of the statutory triangular legal division and reverse listing completed on 30 June 2025 (the "Legal Demerger"), all assets and liabilities of ER Capital N.V. (Old) were transferred under universal

   succession of title to entities within the Titan N.V. group, in exchange for newly issued shares in Titan

   N.V. allotted to the former shareholders of ER Capital N.V. (Old). Titan N.V. subsequently changed its statutory name to ER Capital N.V. and now acts as the listed parent company of the Group, a real estate company focused on the acquisition, development and active management of a diversified portfolio of Dutch real estate assets through its (indirect) subsidiaries.

   The Company does not meet the criteria for classification under the Dutch "structuurregime" ("structuurvennootschap") due to its size.

   Corporate policies

   The Company has various policies in place that contribute to responsible governance:

   • The Code of Conduct was established to provide management and employees with a clear set of guiding principles on integrity and ethics in business conduct. No issues were reported or noticed in FY 2025.

   • The Investor Relations Policy provides headline guidance for investors pertaining to ER Capital N.V.'s management rules of engagement with investors.

     In addition, the Company has procedures in place regarding insider information, aimed at preventing trading on the basis of inside information. All relevant persons are required to inform the Company prior to any transaction in ER Capital N.V. shares.

     Given the Company's current size and structure, no separate Compliance Officer has been appointed. The Chief Executive Officer is responsible for ensuring compliance with applicable laws and regulations.

     The closed period, in which every employee, executive, specified person, Executive Board member and Supervisory Board member is prohibited from trying to execute and/or executing a transaction with ER Capital shares, irrespective of whether or not he or she possesses insider knowledge, is included in our Annual Report and communicated at the start of every closed period.

     The Company actively enforces an incidents policy (including data breach) and a privacy policy to ensure data security and act in compliance with the GDPR (known in the Netherlands as the AVG Act).

     Risk Management and Control

     Risk management forms an integral part of how ER Capital N.V. is governed. The objective of our risk management system is to identify and mitigate risks with a potential major impact on achievement of our strategic and financial goals, and therefore on the overall value of the Company.

     Our risk management and control system

     As any business, the Company is exposed to a variety of risks. To be able to detect, assess, determine the risk appetite and take mitigating measures if needed, the Company relies on its risk management and control system. The main features of this system are described in the following paragraphs. Both the Executive Board and Supervisory board are satisfied that the structure and operation of the risk management and control system is organized adequately given the size and complexity of the Company and its business. To this extent, our system is designed to manage, rather than eliminate, the risk that we fail to realize our strategy and create long-term value for our stakeholders. Our internal control system is based on the principles of the COSO 2017 Enterprise Risk Management framework.

     Control environment

     The Executive Board has the ultimate responsibility for risk management and control within the Company. This responsibility includes identifying and evaluating opportunities and risks, and to take appropriate measures if deemed necessary, so that the Company may utilize opportunities and avoid losses where possible.

     The Executive Board aims to maintain a culture of ethical behaviour and integrity by setting the tone at the top. This contributes to avoiding unnecessary risks and the overall effectiveness of the Company's risk management and control system. This is done by, for example:

   • Leading by example and acting in accordance with our Company values;

   • Maintaining relevant policies such as our Code of Conduct and ensuring awareness of these policies among staff;

   • Having clear practices and procedures with respect to corporate governance.

     The Executive Board is monitored by the Supervisory Board and the performance of the Company's risk management and control system is reported on and evaluated annually.

     Risk appetite

     The risk appetite represents our willingness to assume calculated risks and uncertainties. The risk appetite is determined by the Executive Board and is regularly re-evaluated in the face of changing circumstances and as part of the process of evaluating and responding to risks. At a high level, the level of the Company's risk appetite is outlined in the following table, organized by the main categories of risks that we identify. This gives guidance on the level and extent of measures that are taken to control or mitigate the risks belonging to the respective categories, though it is at the discretion of the Executive Board to increase or decrease the extent to which the Company responds to an individual risk or uncertainty.

     Risk appetite per risk category

     Category of risks and uncertainties	Level of risk appetite
     Strategic and investment	Moderate
     Financial and liquidity	Moderate
     Operational and IT (incl. cyber)	Low
     Compliance and reporting	Low

     A moderate appetite for strategic and investment risks reflects that ER Capital selectively takes risk in acquiring, developing and managing real estate and fund propositions. The Company also maintains a moderate risk appetite for financial and liquidity risks, while operational, IT and compliance risks are managed with a low risk appetite.

     Identifying, assessing and responding to risks

     Risks and uncertainties are identified and assessed on a recurring basis at Executive Board level, taking into account developments in the real estate and financing markets, regulatory changes and the Company's operational environment.

     The risk management process can be summarised as follows:

   • Risk identification - monitoring of internal and external developments, including portfolio performance, tenant developments, financing conditions and regulatory changes;

   • Risk assessment - assessment of the likelihood and potential impact of identified risks on the Company's financial position, results, liquidity and reputation;

   • Response and control measures - deciding whether and how to respond to risks, in light of the Company's risk appetite (for example through portfolio diversification, financing structure, covenant management, insurance, contractual arrangements or process controls);

   • Monitoring and evaluation - periodic monitoring of key risks, control measures and covenant headroom, and evaluation of whether the residual risk remains in line with the Company's risk appetite.

     Principal risks and uncertainties

     Based on its 2025 assessment, the Executive Board has identified the following principal risks and uncertainties as the most relevant for ER Capital's profile. This overview is not exhaustive; other risks and uncertainties, including those that are currently not considered material, may materialise in the future.

     Risk category	Principal risk	Description	Potential impact	Risk appetite	Key mitigating measures
     Strategic and investment	Real estate market, valuation and tenant risk	Adverse movements in yields, market rents or demand for the Company's asset types, or tenant defaults / higher vacancy, may lead to lower fair values and rental income.	Negative revaluations, lower net rental income, reduced headroom on covenants and lower shareholder returns.	Moderate	Disciplined investment criteria, focus on multi-tenant assets and diversified tenant base, active asset management, periodic external valuations and monitoring of market indicators.
     Financial and liquidity	Financing, interest rate and liquidity risk	Exposure to refinancing risk, interest rate movements and liquidity fluctuations may affect the Company's funding capacity and cash flow profile. The Company actively manages these exposures in line with its balance sheet strategy.	Higher financing costs, need for asset sales or equity injections, potential covenant breaches and going concern pressure.	Moderate	Active balance sheet and liquidity management, securing financing at fixed interest rates, diversified funding sources and maturities where feasible, proactive covenant monitoring, maintaining appropriate liquidity buffers, and regular cash flow forecasting.

     Operational and IT (incl. cyber)	Operational, IT and outsourcing risk	Failures in processes, systems or key service providers, or cyber incidents, may disrupt operations or lead to errors in contractual, financial or tenant data.	Operational disruption, financial loss, incorrect reporting, reputational damage and potential legal claims.	Low	Selection and monitoring of reputable service providers, segregation of duties, documented key processes, IT access and change controls where feasible, back-up and recovery procedures, and use of external IT/security expertise where appropriate.
     Compliance and reporting	Compliance with laws, regulations and reporting requirements	Failure to comply with applicable laws and regulations or to produce reliable financial and non-financial reporting. The Company operates in a regulatory environment that is subject to ongoing interpretation and development, including in the area of investment fund management regulations. Changes in regulatory interpretation or requirements may affect the Company's activities.	Fines, sanctions or other regulatory measures, reputational damage, increased scrutiny from regulators and stakeholders, and potential impact on access to capital.	Low	Governance framework with clear allocation of responsibilities, use of specialised external legal, tax and regulatory advisors, policies and procedures, documented reporting processes and controls, periodic monitoring.

     An analysis of risk exposures arising from the use of financial instruments (including market risk, credit risk and liquidity risk) and the related risk management objectives and policies is provided in the note "Financial risk management" to the consolidated financial statements.

     Performance of the internal risk management and control system

     During the financial year 2025, the Executive Board and the Supervisory Board evaluated the design and operation of the Company's internal risk management and control system. Design and operation were considered adequate in light of the size and complexity of ER Capital and the principal risks summarised above.

     Communication

     Throughout our risk management and control process, communication is key. The Company's limited size and short communication lines between the Executive Board, and the Supervisory Board, as well as the Company values, work to the advantage of the effectiveness of the risk management process in this respect.

     Our response to the risk of fraud or bribery

     The Company has a zero-risk appetite and zero tolerance policy towards fraud and/or bribery. There have been no known cases of fraud and/or bribery within the Company. Management has not identified areas of elevated risk of fraud and/or bribery. The Company operates in the Netherlands which has a low inherent risk in this respect. Nonetheless, management wants to avoid the risk of fraud and/or bribery given potential impact and has implemented several measures to address this risk.

     Among these measures are the following:

   • Having corporate policies in place such as our code of conduct;

   • Policies procedures and controls in respect of approval and processing of contracts;

   • Policies, procedures and controls in respect of accounting systems;

   • Policies, procedures and controls in respect of payments; and

   • Finance organization with direct board-level supervision.

     Statement on Risk Management and Internal Control (VOR)

     The Executive Board is responsible for the design, implementation and operation of the Company's internal risk management and control system. This system is intended to provide reasonable assurance that the principal risks and uncertainties to which the Company is exposed are identified and managed in line with the Company's risk appetite, and that the financial reporting does not contain material misstatements.

     In 2025, the Executive Board performed its annual assessment of the design and operating effectiveness of the internal risk management and control system. This assessment covered, among others, the main risk categories described in the section "Risk Management and Control" of this management report: strategic and investment risks, financial and liquidity risks, operational and IT (including cyber and outsourcing) risks, and compliance and reporting risks. The assessment also took into account the Company's zero-tolerance approach to fraud and bribery and the related control measures.

     On the basis of this assessment and given the nature and scale of the Company's operations, the Executive Board is of the opinion that the internal risk management and control system functioned adequately in 2025 and provides reasonable assurance that the financial reporting for the year ended 31 December 2025 does not contain material misstatements. With regard to non-financial information included in this annual report, the Executive Board is of the opinion that the current internal risk management and control system provides at least a limited level of assurance, recognising that processes and controls in this area are being further developed.

     The assessment did not identify material deficiencies in the internal risk management and control system that the Executive Board considers to have resulted in material misstatements in the Company's financial reporting. The Executive Board has, however, identified certain areas for further improvement, including continued documentation and standardisation of key controls in the financial reporting process, further strengthening of IT general controls where relevant, and ongoing enhancement of the compliance and reporting framework. Actions to address these improvement areas have been initiated and will be monitored by the Executive Board and discussed with the Supervisory Board.

     In performing its going concern assessment, the Executive Board has considered the Company's current financial position, liquidity and funding arrangements. On the basis of this assessment, the Executive Board believes that it is justified to prepare the 2025 financial statements on a going concern basis. The material risks and uncertainties that could affect the Company's continuity in at least the twelve months following the date of this report have been adequately disclosed in this management report and the notes to the consolidated financial statements.

     Taking into account the above, and to the best of its knowledge, the Executive Board declares that:

   • this management report provides sufficient insight into any significant deficiencies in the functioning of the internal risk management and control system, to the extent such deficiencies have been identified;

   • the internal risk management and control system provides a reasonable level of assurance that the financial reporting for the year ended 31 December 2025 does not contain material misstatements; and

   • it is justified, considering the current state of affairs, that the financial statements have been prepared on a going concern basis and that the material risks and uncertainties relevant to the Company's continuity for a period of at least twelve months after the date of this report have been appropriately disclosed.

     Statements from the Executive Board

     In control statement

     The Executive Board is responsible for the internal risk management and control systems and the assessment of the effectiveness thereof. The Executive Board believes that there are adequate systems of monitoring and reporting, and that it has taken adequate steps to implement an appropriate risk management and internal control system. The system provides, with reasonable certainty, reliable internal and external information. These reports supply adequate information to determine how far the Company is achieving the strategic goals it has set and assurance that the Company is operating within the boundaries of the law.

     Our systems significantly reduce, but cannot fully eliminate, the possibility of poor judgment in decision-making, human errors, abuse and control processes being deliberately circumvented by employees and others, management overriding controls and the occurrence of other unforeseeable circumstances. Another limiting factor is the need to consider the relative costs and benefits of risk responses. A properly designed and implemented risk management and internal control system will therefore provide reasonable, but not absolute, assurance that a company will not be hindered in achieving its business objectives, in orderly and legitimate conduct of its business. It can also not provide absolute insurance that a misstatement in the financial reporting would be prevented or detected. In this context, reasonable assurance refers to a degree of assurance that would be satisfactory for a prudent manager in the management of his affairs in the given circumstances.

     Notwithstanding the foregoing and in view of the above, the Executive Board makes the following statement:

   • The Executive Board is of the opinion that it has implemented an internal risk management and control system that is adequate and effective, suitable for the Company's business;

   • The annual management report provides sufficient insights into any failings in the effectiveness of the internal risk management and control systems, to the extent applicable. Reference is made to the section Risk Management and Control, starting on page 28;

   • The internal risk management and control system provides a reasonable assurance that the financial reporting does not contain any material inaccuracies. Reference is made to the section Risk Management and Control, starting on page 28;

   • Based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis. Reference is made to the section in the financial statements; and

   • The annual management report states those material risks and uncertainties that are relevant to the expectation of the Company's continuity for at least the period of twelve months after the preparation of the report.

     Corporate governance statement

     The Executive Board declares that the information required by Articles 3, 3a and 3b of the Decree on the Management Board's Report ('Besluit Inhoud Bestuursverslag') is included in the sections:

   • Risk Management and Control, starting on page 28 and;

   • Corporate Governance, starting on page 22.

     All to the extent that the disclosure requirements apply to the Company. Compliance with the Corporate Governance Code

     The Company complies with the principles and the relevant best practice provisions of the Dutch Corporate Governance Code 2025 (the "Code"), as adopted in March 2025 and applicable to financial

     years beginning on or after 1 January 2025. The Code is available on the website of the Monitoring Committee Corporate Governance Code: https://www.mccg.nl

     Information pursuant to the Decree Article 10 Takeover Directive

     The Executive Board declares that the information required by the Decree Article 10 Takeover Directive ('Besluit Artikel 10 Overnamerichtlijn') is included in the section Corporate Governance, starting on page 22 and the section Investor Relations, starting on page 34, to the extent that the disclosure requirements apply to the Company.

     Statutory financial statements and management report

     The following sections of this Annual Report form the annual management report ("bestuursverslag") within the meaning of article 2:391 of the Dutch Civil Code (and related Decrees):

   • Letter from the Executive Board

   • Financial Review

   • Outlook for Financial Year 2026

   • Governance, with the exception of the Report from the Supervisory Board and the Remuneration Report; and

   • Investor Relations.

The annual financial statements within the meaning of article 2:361 of the Dutch Civil Code are included in the section Financial Statements, starting on page 36.

Responsibility statement

In accordance with the EU Transparency Directive as incorporated in chapter 5.25c paragraph 2 sub c of the Dutch Financial Supervision Act ('Wet Financieel Toezicht'), the Executive Board confirms to the best of its knowledge that:

1. The annual financial statements for the year ended 31 December 2025, give a true and fair view of the assets, liabilities and financial position and comprehensive income of ER Capital N.V.;

2. The annual management report presented in the Annual Report gives a true and fair view of ER Capital N.V. as of 31 December 2025, and the state of affairs during the financial year to which the report relates; and

3. The annual management report describes the principal risks the Company is facing.

Rotterdam, 29 April 2026

S. Eelkman Rooda, CEO

Investor Relation Information

Objectives

ER Capital N.V.'s Investor Relations (IR) activities are aimed at building and maintaining long-term relationships with its shareholders and investors.

The overall goal is to increase transparency, minimize information asymmetry, to support liquidity of the Company's shares and to reduce stock price volatility. As the case may be, we maintain and develop relations with analysts with the aim to clarify our strategy and achievements. We communicate in a transparent manner with detailed, clear and timely information to existing and potential shareholders, financial analysts and the media. We also operate an open-door policy with regard to enquiries from (potential) capital market participants.

ER Capital N.V. provides its shareholders and financial market stakeholders with similar and simultaneous information about potentially price sensitive matters and is very careful with contacts between Company executives and shareholders and analysts.

ER Capital N.V. will not engage in actions that might compromise analyst independence and does not assess, comment on or correct - other than factually - any analysts' reports or analyst valuations.

ER Capital N.V. communicates with shareholders and financial market participants through regular meetings such as the Annual General Meeting of Shareholders or bilateral meetings as the case may be. Bilateral meetings are organized to ensure that (potential) shareholders receive a balanced and comprehensive view of our performance and strategy and the issues ER capital N.V. faces in the execution of its goals. In all our contacts we are always careful to observe the rules on fair disclosure, equal treatment of shareholders, insider trading and transparency in all our communications.

Communication with capital markets

ER Capital N.V. publishes an annual report and a half-year report. In addition, ER Capital N.V. keeps its stakeholders informed through press releases. ER Capital N.V. also issues press releases of a commercial or strategic nature, if and when the Company deems that to be of interest to its stakeholders.

Commercial sensitivity may prevent us from disclosing contract details (such as names, transaction value etc.). ER Capital N.V.'s policy is to issue a press release when it engages in a transaction of a strategic nature or when ER Capital N.V. engages in a strategic partnership.

Contacts with the capital markets are coordinated centrally by the Executive Board in close cooperation with the other departments.

Substantial shareholdings

In the context of the requirement for investors to report substantial holdings and gross short positions, stakes of 3% or more in the Company's issued share capital must be reported to the Dutch Authority for the Financial Markets (AFM).

The table below lists shareholdings (excluding potential interests) based on the Company's shareholder register as at 31 December 2025, insofar as the reported shareholdings are at least 3% based on the total number of outstanding share capital of the Company.

The Company notes that the shareholder register may reflect more recent changes in shareholdings than those included in the AFM register, as notifications to the AFM are dependent on timely updates by shareholders. Consequently, the shareholdings included in the AFM register may differ from those presented above.

Substantial shareholdings (art. 5:43 Financial Supervision Act ["Wft"])

Consolidated statement of comprehensive income

For the year ended 31 December 2025 (x € 1,000)

Other comprehensive

income/expense - -

Total comprehensive income for the year

-7,003 -1,870

Basic earnings per share (€) -0.64 -Diluted earnings per share (€) -0.64 -

2 The current financial year covers a period of 15 months from 1 October 2024 to 31 December 2025 for former Titan N.V.

Consolidated statement of financial position

For the year ended 31 December 2025

Total shareholders' equity and liabilities

96,641 66,305

Consolidated cash flow statement

(x € 1,000)

Reverse acquisition and legal demerger

On 30 June 2025, the Group completed a reverse acquisition through a legal demerger involving Titan

N.V. The transaction was settled through the issuance of shares and did not result in a cash inflow or outflow. Accordingly, it has been excluded from the consolidated statement of cash flows in accordance with IAS 7.

Acquisition of subsidiaries

During the year, the Group acquired control over ERC KCN B.V. and ERC Vastgoed Fondsmanagement B.V. The cash considerations amounted to €0.9 million in total. The net cash outflow has been presented within investing activities in the consolidated statement of cash flows.

Dividend Titan

Dividends paid by Titan N.V. prior to the reverse acquisition on 30 June 2025 have not been included in the consolidated statement of cash flows, as these relate to the accounting acquiree prior to obtaining control.

Statement of consolidated changes in equity

For the year ended 31 December 2025 (x € 1,000)

€ € € € € € € €

Statement of consolidated changes in equity

For the year ended 31 December 2024 (x € 1,000)

€ € € € € €

Shares issuance

Share premium contributions