+++ Press release +++

The Payments Group Holding – Status of negotiations with
the TPG shareholders and strategic realignment

• Closing of the TPG acquisition no longer predominantly likely
• Focus on alternative, attractive opportunities and business fields
• Corresponding renaming planned

Frankfurt/Main, 3 January 2026 – The Payments Group Holding (PGH), a holding company based in Frankfurt am Main that was founded in 2012 and renamed in August 2024, provides an update on the current status of the pending acquisition of a majority stake in the PayTech companies operating under the name The Payments Group (TPG).

In the ongoing negotiations announced on 24 November 2025 regarding an adjustment of the terms of this transaction to reflect changes in TPG's economic parameters and, in particular, the elimination of the cash component as part of the consideration, no agreement has been reached to date. PGH’s management no longer considers a completion of the transaction in the structure previously envisaged to be predominantly likely, but is continuing discussions that could instead result in a minority stake in individual or all TPG companies in exchange for the transfer of a manageable number of PGH shares. However, this would initially not have a material economic significance for PGH.

Should the acquisition of a majority stake in TPG not take place, the planned transfer of 19 to 23 million treasury shares would not occur on the other hand. In addition, the prior placement of several million further treasury shares to finance the cash component of the TPG acquisition would then no longer be required.

PGH is meanwhile focusing on its existing assets as well as on the new opportunities and business fields announced on 13 December 2025, and intends to propose a corresponding renaming to its shareholders at the next Annual General Meeting. The Company is optimistic about the year 2026.

The main assets are the 35% stake in the dynamically growing AuctionTech as well as financial claims against SGT Capital Group in the amount of 6.0 million EUR and additional claims for damages of 1.7 million EUR. In the view of PGH, the total net asset value (NAV) per share, including off-balance sheet items based on the currently outstanding 11.4 million shares, is likely to be in the region of 1.50 euro and thus be significantly higher than the current share price.

About The Payments Group Holding

The Payments Group Holding (PGH) is a holding company founded in 2012 and rebranded in August 2024, and a venture capital provider headquartered in Frankfurt am Main. The Company focuses on existing assets as well as on the new opportunities and fields of activity announced in a press release on 13 December 2025 including the operation of an AI-focused company builder called Softmax AI GmbH together with AI experts, in which it holds a 25% stake. In addition, PGH holds from its history as a leading German venture capital provider under the German Startups Group brand a heritage VC-portfolio of minority stakes in partly promising German startups via its wholly owned subsidiary German Startups Group VC GmbH.
 

More information: www.tpgholding.com.

Investor Relations Contact
Rosenberg Strategic Communications
Alexander Schmidt
a.schmidt@rosenbergsc.com