DGAP-Adhoc: EQS Group AG resolves subscription rights capital increase against cash contribution for up to 1,443,246 new shares

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.

Disclosure of insider information pursuant to Article 17 para. (1) of Regulation (EU) No. 596/2014 on Market Abuse as amended (Market Abuse Regulation - MAR)

EQS Group AG resolves subscription rights capital increase against cash contribution for up to 1,443,246 new shares

Munich, February 25, 2022 - The Management Board of EQS Group AG ("Company") today resolved, with the approval of the Supervisory Board, to increase the share capital of the Company against cash contributions from currently EUR 8,659,476.00 by up to EUR 1,443,246.00 to up to EUR 10,102,722.00 by issuing up to 1,443,246 new no-par value registered common shares ("New Shares") with subscription rights of the shareholders of the Company and by partially utilizing the existing Authorized Capital 2021 ("Capital Increase").

The New Shares, each with a pro rata amount of the share capital of the Company of EUR 1.00 and full dividend rights as of January 1, 2021, shall be offered to the shareholders of the Company - subject to the approval of a securities prospectus ("Prospectus") by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and the publication of the Prospectus - by way of indirect subscription rights during the subscription period expected to begin on February 28, 2022 (inclusive) and ending on March 14, 2022 (inclusive) ("Subscription Period") in accordance with the terms and conditions of the Subscription Offer and on the basis of the Prospectus.

The subscription price amounts to EUR 33.00 per New Share ("Subscription Price"). The Subscription Offer is expected to be published in the Federal Gazette on February 28, 2022. The subscription ratio has been set at 6:1, i.e. six (6) Existing Shares entitle to subscribe for one (1) New Share at the Subscription Price. Existing shares of EQS Group AG (ISIN DE0005494165 / WKN 549416) are expected to be listed on the Open Market (market segment Scale) of the Frankfurt Stock Exchange "Ex-Subscription Right" as of February 28, 2022.

New Shares for which subscription rights have not been exercised during the subscription period ("Rump Shares") will be offered to selected qualified investors in a private placement at a price not lower than the Subscription Price ("Rump Placement"). In this context, Gerlin N.V. has undertaken to acquire 606,061 New Shares, for which the subscription rights have not been exercised, at the Subscription Price, provided that (i) New Shares with a subscription volume of at least EUR 20 million are still available after the end of the subscription period and (ii) the Capital Increase can be implemented with a total volume (gross issue proceeds) of at least EUR 45 million.

The inclusion of the New Shares to trading is expected to take place on March 30, 2022.

The Company expects gross proceeds from the Capital Increase of up to approximately EUR 47.6 million. The Company intends to use the net proceeds from the Capital Increase
(i) to repay a loan from Kreditanstalt für Wiederaufbau (KfW), (ii) to repay a loan to partially finance the acquisition of Business Keeper GmbH, (iii) to partially repay a loan from Commerzbank AG, and (iv) to invest in building a product offering for the ESG area with a focus on product development and potential acquisitions in this area.

The public offering of the New Shares in Germany will be made exclusively by means of and on the basis of the Prospectus, which will be made available, among other places, on the Company's website (https://www.eqs.com/de/ueber-eqs/investoren). Approval is expected for today.

Contact person and person responsible for the communication
Contact Details:
EQS Group AG
André Marques, CFO
Tel.: +49 89-444430033
Email.: andre.marques@eqs.com

IMPORTANT NOTICE
This release does not contain or constitute an offer of, or solicitation of an offer to purchase or subscribe for, securities to any person in the United States, Australia, Canada or Japan or in any other jurisdiction to whom or in which such offer or solicitation is unlawful.

This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer of the new shares in Germany will be made solely on the basis of a securities prospectus yet to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin"). An investment decision regarding the new shares of the Company should only be made on the basis of such securities prospectus. The securities prospectus will be published promptly upon approval by BaFin and will be available free of charge on the website of the Company (https://www.eqs.com/de/ueber-eqs/investoren).
In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").
This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of these securities in the United States.
Certain statements contained herein may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that the Company assumes no obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.