Youngtimers AG Announces Extraordinary General Meeting to be held on 4 December 2025, Proposes Capital Increase, Board and Auditor Changes, and Appoints new Group CFO

Ad hoc announcement pursuant to Art. 53 LR

12 November 2025, Zurich – Youngtimers AG, a Swiss-listed Company (SIX: YTME; the “Company”, together with its subsidiaries the “Group“) announces the convening of an Extraordinary General Meeting (the “EGM”) to be held on 4 December 2025, at 9:30 a.m. CET, in Zurich. The Board of Directors proposes, in particular, an ordinary capital increase (involving contributions through set-off of claims, in kind and in cash), the introduction of new conditional capital to issue financial market instruments, the election of a new board member and the appointment of FORVIS MAZARS SA as the Company’s auditor. In the ordinary capital increase, amongst others, Hong Kong listed DL Holdings Group Limited, Grand Cayman, Cayman Islands (HKEX: 1709), shall invest in the Company to strengthen the mutual strategic partnership. The Company also announces the appointment of Ronald Wong as its new Group CFO.
 
Capital Increase
The Board of Directors proposes an ordinary capital increase to increase the Company’s share capital by a maximum of CHF 72,793,999.32 by issuing a maximum of 173,319,046 fully paid bearer shares in the Company with a nominal value of CHF 0.42 each (“New Shares”) at nominal value.
 
The proposed ordinary capital increase shall be effectuated primarily through the conversion of claims of third party note holders under a bond issued by the Company’s direct subsidiary C Capital Corp. SA, Luxemburg, Luxemburg. For this purpose, the Company shall assume from C Capital Corp. SA the liabilities towards the third party note holders prior to the EGM and the respective claims of the third party note holders shall thereupon be settled in the ordinary capital increase by way of set-off (debt equity swap). In such debt equity swap up to 116,557,142 New Shares with an aggregate total nominal value of up to CHF 48,953,999.64 shall be issued.
 
Furthermore, DL Holdings Group Limited shall contribute listed ordinary shares of DL Holdings Group Limited with an aggregate value of USD 7,000,000.00 in the ordinary capital increase by way of a contribution in kind. Against such contribution in kind, 13,333,333 New Shares with a nominal value of CHF 5,599,999.86 shall be issued to DL Holdings Group Limited.
 
Eventually, a contribution in cash of up to CHF 18,239,999.82 by issuing up to 43,428,571 New Shares is proposed. The New Shares are intended to be placed by way of private placements.
 
The ordinary capital increase is essential for the Company, as it improves the Company's balance sheet, relieves the Group from debt by way of the debt equity swap, reinforces the strategic partnership with DL Holdings Group Limited, and enhances the Company’s and the Group’s liquidity position through targeted cash subscriptions. The dilution of the existing shareholders, due to the exclusion of their subscription rights, is justified.
 
The New Shares shall be listed on SIX Swiss Exchange AG immediately upon the entry of the ordinary capital increase in the Commercial Register, which is expected to occur before 19 December 2025. Closing is subject to customary conditions, such as the approval by the shareholders, the confirmation of the capital increase report by the Company’s auditor, the approval of the prospectus by the prospectus office of SIX Exchange Regulation AG, the approval of the listing application by SIX Exchange Regulation AG, and as concerns the contribution in kind of shares in DL Holdings Group Limited foreign local law and regulatory approvals.
 
Subject to the ordinary capital increase, the Board of Directors also proposes to introduce a new capital band of plus/minus 20% of the share capital post ordinary capital increase, replacing the existing capital band.
 
New Conditional Capital
Furthermore, the Board of Directors proposes to create a new conditional capital to facilitate the issuance of convertible bonds, option bonds and other financial market instruments subject to certain conditions. It shall be possible to issue up to 47,619,047 new, fully paid-in bearer shares with a nominal value of CHF 0.42 each, in a maximum amount of CHF 19,999,999.74, under such new conditional capital.
 
The Board of Directors also proposes increasing the existing conditional capital for the participation of employees and other persons to enable a future employee stock option plan. Under the proposed amended conditional capital for such purposes the issuance of up to 28,571,428 new, fully paid-in bearer shares with a nominal value of CHF 0.42 each, in a maximum amount of CHF 11,999,999.76 shall be possible.
 
Election of new Member of the Board of Directors
The Board of Directors proposes the election of Joseph Shie Jay Lang, an Executive Director of DL Holdings Group Limited – which intends to invest in the Company in connection with the ordinary capital increase – as a new member of the Board of Directors.
 
Election of new Statutory and Group Auditor
Following the previously communicated auditor transition and interim re-election of Berney Associés Audit SA at the annual general meeting of 2025 until the end of 2025 the latest, the Board of Directors proposes FORVIS MAZARS SA for election as the Company’s statutory auditor and group auditor until the end of the next annual general meeting. Upon its election, FORVIS MAZARS SA shall replace Berney Associés Audit SA.
 
Further Information on EGM
The invitation to the EGM with all agenda items and explanations thereto, a draft of the amended Articles of Association, a CV of Joseph Shie Jay Lang and further documents concerning the EGM will be available at: https://ir.youngtimers.com/meetings/.
 
Strategic Partnership with DL Holdings Group Limited
DL Holdings Group Limited and the Company have signed a binding term sheet today. Such term sheet governs the above mentioned contribution in kind of shares in DL Holdings Group Limited, to which the parties committed, subject to customary conditions. Furthermore, DL Holdings Group Limited committed, again subject to customary conditions, to subscribe for New Shares in the amount of USD 3,000,000 in cash in the ordinary capital increase, and has been granted a call option to purchase further shares in the Company at nominal value in an amount of up to USD 2,000,000. The investment of DL Holdings Group Limited is intended to strengthen the strategic partnership between DL Holdings Group Limited and its subsidiaries and the Group, enabling both parties to collaborate on co-investments, product development, and cross-border asset management initiatives.
 
Upon completion of the ordinary capital increase and potential exercise of the call option, DL Holdings Group Limited will become YTME’s largest institutional shareholder. In Joseph Shie Jay Lang it has also already nominated a representative on the Board of Directors of the Company. This not only represents a strong recognition of the Group's growth potential but also further solidifies its position as a key hub connecting European and Asian capital markets.
 
Appointment of new Group CFO
The Board of Directors has appointed Ronald Wong as Group Chief Financial Officer. Mr Wong, who currently serves as Finance Director for the Group, brings over 15 years of experience in Hong Kong’s financial services sector.
 
Before joining the Group, he served as Vice President – Finance at Sun Hung Kai & Co. Limited, leading finance for the fund management division, and held audit management roles at PricewaterhouseCoopers and senior finance positions at global asset managers including PineBridge Investments.
 
About DL Holdings Group Limited
DL Holdings Group Limited (“DL”) is incorporated in the Cayman Islands with limited liability and its shares are listed on the Main Board of the Hong Kong Stock Exchange. The principal activity of DL is investment holding. The DL group is principally engaged in (i) provision of financial services of licensed businesses including financial advisory services; securities research services; securities trading and brokerage services; margin financing services; referral services; investment management and advisory services; and insurance brokerage services to customers; (ii) provision of family office services, investment advisory, assets management services and referral services for ultrahigh net worth families; (iii) provision of money lending services to customers; (iv) sales of apparel products with the provision of supply chain management total solutions to customers; and (v) provision of enterprise solutions services.
 
About Youngtimers AG
Youngtimers AG is listed in Switzerland (Symbol YTME on SIX Swiss Exchange) and headquartered in Zurich. Following the acquisition of C Capital, Youngtimers AG now operates, amongst others, C Capital, an APAC-focused global asset management firm. The development marks a significant step in expanding Youngtimers AG’s investment expertise and global reach.
 
For more information, please contact:
 
Youngtimers AG
ir@youngtimers.com
+41 61 563 10 72
Limmatquai 4
8001 Zurich, Switzerland
www.youngtimers.com

Disclaimer
This media release serves informational purposes and constitutes neither an offer to sell, a solicitation of an offer to buy, any security nor is it a recommendation to buy any security of Youngtimers AG or any other involved party nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. This media release does not constitute a prospectus within the meaning of articles 35 et seqq. or 69 of the Swiss Federal Act on Financial Services nor under any other applicable laws and should not be treated as offering materials of any sort and is for information purposes only and may not be reproduced, redistributed or made available in whole or in part to any other person for any purpose, without the prior consent of Youngtimers AG. In addition, investors should seek advice from their bank or their financial adviser.
 
This media release is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the US Securities Act of 1933, as amended). The securities in connection with this Transaction may not be offered to the public in any jurisdiction in circumstances which would require Youngtimers AG to prepare or register any prospectus or offering document relating to the securities in connection with the Transaction in such jurisdiction. No action has been taken or will be taken in any jurisdiction outside of Switzerland by Youngtimers AG that would, or is intended to, permit a public offering of the securities in connection with the Transaction.
 
This media release contains forward-looking statements such as projections, forecasts, and estimates. Such forward-looking statements are based on the current beliefs and expectations of the Company regarding future events, and are subject to certain known and unknown risks and uncertainties which may cause actual results, performance, or events to differ materially from those anticipated in this media release. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Readers should therefore not rely on these forward-looking statements. The forward-looking statements contained in this media release are based on the views and assumptions of Youngtimers AG as of this date and Youngtimers AG does not assume any obligation to update or revise this media release. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements.
 
Youngtimers AG makes no representation or warranty as to the accuracy, completeness, or reliability of such information and disclaims any obligation or liability in connection with it.
Youngtimers AG