DGAP-Adhoc: EQS Group AG successfully completes capital increase with subscription rights

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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 successfully completes capital increase with subscription rights

Munich, March 15, 2022 - EQS Group AG ("Company") has successfully completed its capital increase with subscription rights (Bezugsrechtskapitalerhöhung) announced on February 25, 2022 ("Capital Increase"). A total of 1,443,246 new no-par value registered shares ("New Shares") were offered during the subscription period from February 28, 2022 to March 14, 2022 (both dates inclusive) (Bezugsfrist, "Subscription Period") at a subscription ratio of 6 : 1 at a subscription price (Bezuzgspreis) of EUR 33.00 per New Share ("Subscription Price") in accordance with the terms and conditions of the subscription offer of the Company (Bezugsangebot, "Subscription Offer") published in the Federal Gazette (Bundesanzeiger) since February 28, 2022. 140,463 New shares were subscribed under the Subscription Offer. This corresponds to c. 9.7 % of the total of 1,443,246 New Shares offered.

1,224,273 New Shares (c. 84.8 % of the total 1,443,246 New Shares offered) for which no subscription rights have been exercised during the Subscription Period (Restaktien, "Residual Shares") were offered to selected qualified investors in an international private placement at a price not lower than the Subscription Price. In this context, 606,061 Residual Shares were allotted to Gerlin N.V., who had undertaken to purchase New Shares in a total amount of EUR 20,000,013.00. This corresponds to c. 42 % of the total 1,443,246 New Shares offered.

A total of 1,364,736 (c. 94.6 %) of the 1,443,246 New Shares offered were thus placed.

In order to become effective, the Capital Increase still requires submission to the commercial register, which will be conducted on short notice. The implementation of the Capital Increase is expected to be registered with the commercial register as of March 29, 2022.

Following registration of the Capital Increase in the commercial register, the Company's share capital will increase by EUR 1,364,736.00 from EUR 8,659,476.00 to EUR 10,024,212.00 through the issuance of 1,364,736 New Shares. The gross issue proceeds (Bruttoemissionserlös) from the Capital Increase amount to c. EUR 45 million. The New Shares will carry dividend rights from January 1, 2021 and are expected to be admitted to trading on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale segment) and to trading on the Regulated Unofficial Market of the Munich Stock Exchange (Börse München) (m:access segment) on April 30, 2022. Delivery and settlement of the New shares is expected to take place on March 31, 2022.

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

IMPORTANT NOTICE
This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. The Subscription Period for the New shares has already expired. A public offer of the New shares in Germany was made solely on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). The New Shares have already been sold. An investment decision regarding the New Shares of the Company should only be made on the basis of such securities prospectus. The securities prospectus is available free of charge on the website of the Company (https://www.eqs.com/about-eqs/investors/).
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.