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

INDUS Holding AG launches capital increase against contribution in cash under exclusion of subscription rights

NOT FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, EITHER DIRECTLY OR INDIRECTLY, IN OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY OTHER JURISDICTION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 – Today, the Management Board of INDUS Holding AG, with the approval of the Supervisory Board, resolved on a capital increase against contribution in cash under exclusion of the subscription right of the shareholders through partial utilization of the Authorized Capital 2019. The Management Board intends to increase the share capital of the Company of currently EUR 63,571,323.62 by up to EUR 6,357,130.02 (corresponding to almost 10% of the share capital) to up to EUR 69,928,453.64 by issuance of up to 2,445,050 no-par value owner shares. The new shares will be offered exclusively to institutional investors without a prospectus and will be entitled to profits as from 1 January 2020. The new shares are expected to be included in the existing listing of the shares of the Company at the Frankfurt stock exchange and the Dusseldorf stock exchange on or around 31 March 2021.

The number of new shares and the placement price will be determined by way of an accelerated bookbuilding process which starts immediately after this notification. The placement price will be determined by the Management Board, with the approval of the Supervisory Board, upon conclusion of the accelerated bookbuilding process.

The capital increase against contribution in cash provides INDUS with further flexibility for prospective acquisitions into defined future-oriented industries while ensuring that solid balance sheet ratios are maintained and the equity and liquidity are strengthened.

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This publication may not be published or distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or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.