Cembra launches private placement of treasury shares representing up to c. 2.0% of its share capital

Ad hoc announcement pursuant to Art. 53 LR

Zurich, 23 July 2026 – Cembra Money Bank AG (“Cembra” or the “Issuer”) announces the sale of up to 601,801 treasury shares by way of an accelerated bookbuilding process (the “Transaction”) to partly finance the acquisition price of the substantial part of Santander’s Swiss auto financing business.

In order to finance part of the acquisition price of the substantial part of Santander’s Swiss auto financing business as announced on 23 July 2026, Cembra is offering up to 601,801 treasury shares with a nominal value of CHF 1.00 each, corresponding to up to c. 2.0% of its share capital. The treasury shares will be offered by way of a private placement exclusively to professional investors in Switzerland and to qualified investors outside of Switzerland in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in the United States only to qualified institutional buyers as defined in the Rule 144A under the Securities Act in reliance on Sec.4(a)(2) of the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

The accelerated bookbuilding will commence immediately following the release of this announcement and books can close at any time. The placement price of the treasury shares as well as the number of treasury shares to be sold will be announced upon completion of the bookbuilding process. Payment and settlement of the Transaction is expected to take place on or around 28 July 2026.

As part of the Transaction, Cembra has agreed to a 90-day lock-up period, subject to customary exceptions.

About Cembra
Cembra is a leading Swiss provider of innovative financing and payment solutions. The product range includes personal loans and auto leases and loans, credit cards, the insurance made available in this context, invoice financing and savings products.

Cembra serves over 2 million customers in Switzerland and employs about 800 people from 40 countries. Headquartered in Zurich, Cembra operates across Switzerland through a network of branches and online distribution channels, as well as through our credit card partners, independent intermediaries and car dealers.

Cembra has been listed as an independent Swiss bank on the SIX Swiss Exchange since 2013. The company is rated A- by Standard & Poor’s and is recognised for its strong sustainability performance by leading ESG rating agencies.