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windeln.de sets further terms of the ordinary capital increase with subscription rights

Munich, March 28, 2022: Today, the Management Board of windeln.de SE ("windeln.de" or "Company") resolved, with the approval of the Supervisory Board, based on the resolution of the Extraordinary General Meeting of January 28, 2022, to increase the Company's share capital of currently EUR 5,522,495.00 divided into 5,522,495 no-par value bearer shares by up to EUR 6,730,769.00 to up to EUR 12,253,264.00 against contributions in cash by issuing up to 6,730,769 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share ("New Shares"). The subscription price was set at EUR 1.04 per New Share, so that the maximum gross proceeds of the capital measure amount to up to approximately EUR 7 million. The New Shares are entitled to dividends from January 1, 2021.

Up to 4,028,075 New Shares are offered as part of a rights offering without a securities prospectus to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 1:1.22 (the "Subscription Shares"), i.e. one existing shares entitles the holder to subscribe for 1.22 New Shares from the capital increase (the "Rights Offering"). The subscription rights for fractional amounts were excluded. There will be no trading of subscription rights organized by the Company or the subscription agent. The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on March 30, 2022. The subscription period will begin on March 31, 2022 and run until April 13, 2022 (in both cases including). The record date for the allocation of subscription rights, based on the shares held by shareholders at this time, is expected to be April 1, 2022. The New Shares are expected to be delivered on April 26, 2022.

Remaining New Shares for which no subscription rights are exercised by shareholders in the connection with the Rights Offering, as well as up to 2,702,694 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights, will be offered to selected investors in a private placement at a price of EUR 1.04 per share (the "Private Placement").

In addition to their statutory subscription rights, the shareholders entitled to subscribe for New Shares in the Rights Offering will be offered additional subscription rights for those Subscription Shares for which no subscription rights are exercised by shareholders during the subscription period and not allocated within the Private Placement.

Prior to the announcement of the transaction, the Company has concluded commitment agreements with two investors to acquire New Shares in the Private Placement ("Commitment Agreements"). The obligations to acquire New Shares under the Commitment Agreements are subject to a maximum allocation quota. Under the Commitment Agreements the investors agreed to acquire New Shares in the Private Placement at the placement price of EUR 1.04 for a maximum amount of up to EUR 5.5 million in total. The Company's obligation to deliver New Shares on the basis of the Commitment Agreements is subject to a respective allocation decision by the Company, which rests in the due discretion of the Company's corporate bodies.

The New Shares will initially not be admitted to trading on the regulated market but are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) within the second quarter of 2022 on the basis of a securities prospectus that is still to be drawn up. The New Shares may therefore - other than the existing shares of the Company - not be traded via the stock exchange on the regulated market. The Company, however, intends to include the New Shares for trading in the open market of a German stock exchange under the same ISIN as the other shares of the Company which are currently not admitted to trading on the regulated market (ISIN DE000WNDL318).

With the issue proceeds from the capital increase, windeln.de intends to cover its additional liquidity requirements for the fiscal year 2022 and to ensure the solvency of the Company for the fiscal year 2022. The Company expects that the issue proceeds secured by the Commitment Agreements will be sufficient for this purpose due to the recent business development. If the capital increase cannot be carried out to a sufficient extent and the Company is not provided with any further equity or debt capital, it may not have sufficient working capital and will not be able to meet its payment obligations unless corresponding unplanned revenues from the operational business can be generated. This could lead to the insolvency of the Company.

Further information on the capital increase and particularly on risk warnings in connection with an investment in the New Shares can be found in the subscription offer, which will be available in the Federal Gazette and on the website of windeln.de from about March 30, 2022 on (www.corporate.windeln.de).

Important notice

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into the United States. The securities referred to herein 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, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.

This announcement contains certain "forward-looking statements" that pertain to windeln.de SE. This release contains certain forward-looking statements concerning the future business of windeln.de SE. These forward-looking statements contained herein are based on the current expectations, estimates and projections of windeln.de SE's management as of the date of this release. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors. Should actual conditions differ from the Company's assumptions, actual results and actions may differ materially from any future results and developments expressed or implied by such forward-looking statements. Considering the risks, uncertainties and other factors involved, recipients should not rely unreasonably upon these forward-looking statements. windeln.de SE undertakes no obligation to update any such forward-looking statements to reflect future events or developments.