Yoda PLC

M&A Activity • Jul 1, 2025

01 July 2025, Nicosia, Cyprus

Announcement Intra-group contribution of real estate assets

YODA PLC (the "Company") hereby announces the conclusion of a sale and acquisition agreement (the "Agreement") with one of its subsidiaries, namely Ultima Capital SA ("Ultima") in relation to the disposal by the Company of operative real estate assets to Ultima through the contribution of the Company's wholly owned subsidiary, Bakaso Holdings Limited in exchange for the Consideration (as such term is defined in paragraph four of this announcement). The Company's Board of Directors unanimously approved the entry of the Company into the Agreement on 4 June 2025 and the implementation of the transaction was subject to the approval of Ultima's shareholders and certain other conditions specified in the Agreement.

Ultima is a Swiss stock corporation listed on BX Swiss exchange under the ticker symbol 'ULTIMA' (Swiss Security number 49106400, ISIN: CH0491064009). Ultima holds, develops and operates a portfolio of 79 residences, chalets, villas, resorts, constructions and plots spread over 15 properties in 14 locations. The business activity of Ultima includes the long-term direct or indirect holding of luxury properties, located in France (Courchevel, Megève, Cannes), in renowned ski resorts in Switzerland (Gstaad, Crans Montana), while the other properties are located in the Geneva City area and in Greece (Mykonos, Athens, Paros and Corfu).

Bakaso Holdings Limited, a private limited liability company incorporated in the Republic of Cyprus in accordance with the provisions of the Cyprus Companies Law, Cap. 113, with registration number HE 161917, owns 100% of the share capital of Mycre Investment S.A., which owns a portfolio of real estate assets in Mykonos rented to companies operating under the umbrella of Nammos brand including Nammos Village in Mykonos.

The assets subject to the Agreement are pertaining to the Nammos Village and restaurant real estate in Mykonos, Greece, are valued at approximately EUR 133.7 million and are contributed at a value of CHF 120 million to Ultima against the issuance of 2.0 million new registered shares at a price of CHF 60.00 per new share (the "Consideration"). The new shares have been created by way of an ordinary capital increase which was approved by Ultima's shareholders at the meeting held on 30 June 2025.

As a result of the transaction, the Company's shareholding interest in Ultima increased from approximately 59.23% to approximately 64.03%.

The transaction with Ultima constitutes a transaction at arm's length and external valuers have been engaged for the valuation of the shares of Bakaso Holdings Limited. The transaction is in line with the Company's business plan and it is expected that it shall assist the Company in achieving its goals and long-term investment plans.

Lastly, it is noted that Mr. Alon Bar and Mr. Stavros Ioannou serve as directors in Ultima's board and such an interest has already been disclosed to the Board of Directors of the Company and Ultima. None of the Company's directors, the secretary and/or the Company's shareholders have any other personal direct or indirect interest in the transaction with Ultima.