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Eurotech — Capital/Financing Update 2026
Feb 19, 2026
4469_rns_2026-02-19_c0f8bd66-5d37-4a31-8b86-88fa317bf6a2.pdf
Capital/Financing Update
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COMPLETION OF THE RIGHTS OFFERING RELATING TO EUROTECH S.P.A. CAPITAL INCREASE
- Rights relating to the capital increase completed: 75.21% of the New Shares subscribed for a total amount of Euro 13,154,576.08.
- Unexercised Rights to be offered on Euronext Milan on 23 and 24 February 2026.
Amaro (Udine), 19 February 2026 – Eurotech S.p.A. ("Eurotech" or the "Company") announces that the period for the exercise of option rights ended today, pursuant to Article 2441, paragraph 2, of the Italian Civil Code, relating to the rights offering of up to 20,996,436 newly issued Eurotech ordinary shares, without par value and having the same characteristics as the outstanding shares (the "New Shares"), arising from the rights issue resolved by the Board of Directors on 27 January ("Capital Increase").
During the rights offering period, which began on 2 February 2026 and ended today (the "Offering Period"), 28,951,648 option rights were exercised, entitling the subscription of 15,791,808 New Shares, equal to 75.21% of the total New Shares offered, for a total consideration of Euro 13,154,576.08.
The shareholder Emera S.r.l. ("Emera"), further to the subscription commitment announced on 27 January, fully subscribed its pro rata entitlement, equal to 5,209,656 New Shares for a consideration of Euro 4,339,643.45, by converting, for an equal amount, the payments on account of a future capital increase made to date in favor of the Company.
The remaining 9,541,818 option rights not exercised during the Offering Period (the "Unexercised Rights"), which entitle the holder to subscribe for up to 5,204,628 remaining New Shares, corresponding to 24.79% of the total New Shares and to a consideration of Euro 4,335,455.11, will be offered by the Company, through Banca Finnat Euramerica S.p.A., on the Euronext Milan market with ISIN code IT0005692352, pursuant to Article 2441, paragraph 3, of the Italian Civil Code, in the sessions of 23 and 24 February 2026, subject to early closure of the offering in the event of the full sale of the Unexercised Rights (the "Offering on the Stock Exchange"). In the first session on 23 February 2026 the entire quantity of Unexercised Rights will be offered, and in the subsequent session on 24 February 2026 any Unexercised Rights not placed in the previous session will be offered.
The Unexercised Rights entitle the holder to subscribe for the New Shares at a unit price of Euro 0.833 (the "Offering Price"), of which Euro 0.25 to be allocated to share capital and Euro 0.583 to share premium, at a ratio of 6 New Shares for every 11 Unexercised Rights purchased. The exercise of the Unexercised Rights purchased in the context of the Offering on the Stock Exchange and, consequently, the subscription of the New Shares must be effected, on pain of forfeiture, through authorized intermediaries participating in the centralized management system of Monte Titoli S.p.A. (i) by and no later than 24 February 2026, with same-day value, if the Offering on the Stock Exchange is closed early following the full sale of the Unexercised Rights in the session of 23 February 2026, or (ii) by and no later than 25 February 2026, with same-day value, if the Offering on the Stock Exchange closes on 24 February 2026.
The New Shares resulting from the exercise of the Unexercised Rights will be credited to the accounts of authorized intermediaries participating in the centralized management system of Monte Titoli S.p.A. at the end of the accounting day of the last day for exercising the Unexercised Rights, with availability on the same date.

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It is further recalled that Emera has undertaken to subscribe also any New Shares remaining unsubscribed following the Offering on the Stock Exchange of the Unexercised Rights, up to a maximum residual amount (in light of the New Shares already subscribed during the Offering Period) corresponding to the above residual amount still available for subscription under the Capital Increase (namely Euro 4,335,455.11) and, in any event, up to such number of New Shares as would not give rise to an obligation for Emera to launch a mandatory takeover bid pursuant to the provisions of the Company's by-laws or otherwise applicable laws and regulations pro tempore. It is also recalled that: (i) within the limits of its subscription commitment, Emera reserves the right to subscribe New Shares also arising from the exercise of Option Rights that may be purchased by Emera in the context of the Offering on the Stock Exchange; (ii) payment for the New Shares by Emera will take place primarily by allocation to share capital (and share premium) of all payments on account of a future capital increase already made as of the subscription date, and only subordinately in cash.
For this purpose, as soon as possible, and in any case by the working day following the conclusion of the Offering on the Stock Exchange, Eurotech will notify Emera of the number of unsubscribed shares, which will be subscribed by Emera within the five following working days.
Any New Shares that remain unsubscribed as a result of the foregoing may also be placed with third parties, by the administrative body and in compliance with applicable law, by 30 April 2026.
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THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER COUNTRY WHERE SUCH OFFER OR SOLICITATION IS SUBJECT TO AUTHORIZATION BY LOCAL AUTHORITIES OR OTHERWISE PROHIBITED BY LAW. THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER COUNTRIES WHERE SUCH DISTRIBUTION MAY BE PROHIBITED BY LAW.
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Eurotech
Eurotech is a multinational company that designs, develops and delivers Edge Computers and Internet of Things (IoT) solutions complete with services, software and hardware to system integrators and enterprises. By adopting Eurotech's solutions, customers have access to IoT software components and platforms, Edge Gateways to enable asset monitoring, and high-performance Edge Computers (HPEC) for Artificial Intelligence (AI) applications. To oGer increasingly complete solutions, Eurotech has activated partnerships with leading companies in their field of action, thus creating a global ecosystem that allows it to create "best in class" solutions for the Internet of Things.
Learn more about: www.eurotech.com
CONTACTS:
Corporate Communication IR Advisor
Eurotech My Twin Communication
Federica Maion Mara Di Giorgio || Andrea Scoponi d: +39 0433 485411 +39 335 7737417 || +39 331 1070477 e: [email protected] [email protected]