PTA-Adhoc: TCUAG: Clarification of the publication dated 20 November 2025; United Eco Solutions

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TCUAGby bauersachs petraPublic disclosure of inside information according to article 17 MAR Kobern-Gondorf (pta/23.02.2026/19:35) - TC Unterhaltungselektronik AG (the "Company", ISIN DE0007454209) refers to its publication dated 20 November 2025 regarding a letter of intent (planned contribution in kind/acquisition of United Eco Solutions America Inc., "UES") and the statements made therein (valuation of EUR 300,000,000; "implied minimum value" of approx. EUR 3.00 per share). This was based on a non-binding transaction proposal/MoU signed on 14 November 2025, which was expressly subject to conditions precedent (including, inter alia, a valuation/asset substantiation review by the auditor/valuer of the contribution in kind, final resolutions by the Management Board/Supervisory Board/General Meeting, and an admissible prospectus). No binding agreement was concluded; no capital measures/implementation steps were resolved or implemented. As part of its internal review, the Company determined that the publication dated 20 November 2025 was entered into the dissemination system and released without the knowledge of the then Management Board member Petra Bauersachs and without going through the internal approval and coordination process; the internal disclosure and approval processes were subsequently adjusted. The Company clarifies that the stated valuation and minimum value figures were neither verified nor binding and cannot be derived from the documents available to, or presented to, the Company. To the extent any assumptions were based on CO2 certificates, the following also applies: a mere registry "listed" status is not equivalent to certification/verification and, in particular, not equivalent to the issuance (issuance) of tradable credits. Following the change in the Management Board and the dismissal of the then CEO on 12 December 2025 for good cause, and following the request to provide auditable documentation on 4 December 2025, the Company has comprehensively reviewed the transaction fundamentals. As of 23 February 2026, no reliable, auditable evidence has been provided (including, inter alia, registry evidence including serial numbers for issued/retired credits, validation/verification reports, project/monitoring documentation, reliable offtake/broker agreements, evidence of land rights/project access, and consistent financial derivations of the va...

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