Publication of Insider Information according to [Art. 17 MAR]

INDUS Holding AG concludes placement of new shares under capital increase against contribution in cash

NOT FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, EITHER DIRECTLY OR INDIRECTLY, IN OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE OFFERING OR SALE OF THE SECURITIES WOULD BE UNLAWFUL UNDER APPLICABLE LAWS.

Bergisch Gladbach, 25 March 2021 – INDUS Holding AG has increased its share capital from EUR 63,571,323.62 by EUR 6,357,130.02 (corresponding to almost 10 percent of the share capital) to EUR 69,928,453.64 by issuance of 2,445,050 new no-par value bearer shares under exclusion of the subscription rights of the shareholders through partial utilization of the Authorized Capital 2019. All new shares were placed with institutional investors by way of an accelerated bookbuilding process. The placement price was set at EUR 34.90 per share. The new shares carry full dividend rights for the fiscal year 1 January 2020. The registration of the implementation of the capital increase into the commercial register is expected to occur within the next days. The new shares are expected to be included in the existing quotation of the shares of the Company at the Frankfurt stock exchange and the Dusseldorf stock exchange on or around 31 March 2021. Following the private placement, the Company will be subject to a 90 days lock-up, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, subject to customary market conditions and exemptions. The gross proceeds of the issuance amount to EUR 85,332,245.00 before deduction of commissions and expenses.

Important notice

This publication may not be published or distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer or a solicitation to submit an offer to purchase, any securities of the Company or any its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction or may be deemed as binding in connection with such an offer. The offered shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“) and may not be offered or sold in the United States of America without registration or an exemption from registration under the Securities Act.

In the United Kingdom, this publication is being directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order“) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as “Relevant Persons“). This publication is directed and distributed only to Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In the member states of the European Economic Area, the placement of securities described in this announcement is directed exclusively to persons who are qualified investors in the meaning of the Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.