Brera Holdings Outlines 3-Step Plan To Acquire 52% Stake In Serie B Club Juve Stabia, Integrating It Into Multi-Club Model To Drive Value Creation; Initial 22% Stake Expected By December 31, 2024, With Full Majority Control By March 2025; No Financial Terms Disclosed

Key Highlights of the Acquisition Process:

1. Investments and Share Purchase Agreement ("SPA") – Brera Holdings has agreed to acquire a majority stake in Juve Stabia through share capital and reserve increases in the Club.  These will be made by Brera via cash payments and issuances of BREA's shares in a three-step process that ensures a seamless transition and continuity in club management. These three steps, upon conclusion, will give Brera Holdings 22%, 38%, and ~52% ownership of the Club. Upon completion of these three steps, Brera will be the Club's majority shareholder, and a Shareholder Agreement with the current sole owner, Andrea Langella, will further enable integration into its multi-club framework. The first step, giving Brera 22% ownership, is expected to conclude by December 31, 2024.
2. Milestone-Based Compensation – The SPA includes provisions for additional compensation to Mr. Langella tied to performance-based milestones, such as qualification for Serie B promotion playoffs and promotion to Serie A. These incentives align Brera's interests with Juve Stabia's competitive success, reinforcing a focus on operational excellence.
3. Final Closing and Majority Control – The acquisition will conclude with a third and final closing, scheduled for March 31, 2025. At that point, Brera Holdings will secure ~52% ownership, establishing Brera as the controlling shareholder and enabling immediate integration of the Club into the Company's multi-club framework. This phased approach ensures a seamless transition and continuity in Club management and prepares the Club for an IFRS audit according to the PCAOB guidelines for SEC disclosure filings.