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Further prolongation of the subscription period for the subscription offer to June 8, 2022; Publication of unaudited and unapproved financial statements for the fiscal year 2021 on May 16, 2022

• Ongoing restrictions in China in connection with the COVID-19 pandemic delay implementation of the commitment agreements with major investors
• Prolongation of the subscription offer and postponement of the private placement
• Publication of the unaudited consolidated financial statements and the annual financial statements as of December 31, 2021, which have not been approved by the Supervisory Board, and the quarterly statement for the first quarter of 2022 on May 16, 2022

Munich, May 9, 2022: Today, the Management Board of windeln.de SE ("windeln.de" or "Company", ISIN DE000WNDL300 und DE000WNDL318) resolved, with the approval of the Supervisory Board, to prolong the running period to exercise the subscription rights from the subscription offer in connection with the current capital increase, currently determined to run until May 11, 2022 (including), until June 8, 2022 (including). The Management Board and the Supervisory Board of the Company, on the basis of the resolution of the extraordinary general meeting of January 28, 2022, had determined the further details of the capital increase by resolutions of March 28, 2022 and resolved to extend the subscription period to May 11, 2022 by resolutions of April 13, 2022.

The reason for the further prolongation of the subscription period is the ongoing mitigation measures in connection with the COVID-19 pandemic in the People's Republic of China. Two investors had committed to the Company under binding commitment agreements in advance of the current capital increase to acquire new shares with an equivalent value of up to a total of EUR 5.5 million in the planned capital increase ("Commitment Agreements"). The management of these investors is based in the People's Republic of China. Given the ongoing intense restrictions in the People's Republic of China in connection with the COVID-19 pandemic, it will most likely not be possible for these investors to fulfil their Commitment Agreements within the initially planned timeframe.

The Management Board and the Supervisory Board of the Company do not expect sufficient demand within the capital increase to cover the additional financial needs of the Company in the fiscal year 2022 without the fulfilment of the two Commitment Agreements. For this reason, the postponement in terms of timing shall give these investors the opportunity to fulfil their obligations to acquire the new shares with an equivalent value of up to EUR 5.5 million.

Accordingly, the subscription period shall also be prolonged to treat all potential investors equally and to give existing shareholders the opportunity to exercise their subscription rights during the prolonged period. The period for exercising the additional subscription right within the capital increase with subscription rights shall also be prolonged accordingly.

The Company expects that this prolongation will lead to a further delay in the ongoing discussions with the Company's auditor regarding the proof of the going concern assumption in the annual financial statements and consolidated financial statements for the fiscal year 2021. It expects that these discussions can only be concluded after the implementation of the capital increase and that the respective audit opinions can then be issued.

In order to provide the capital market with further information on the financial results for the fiscal year 2021, notwithstanding the above, the Company will publish the consolidated financial statements and the annual financial statements including the corresponding management reports as of December 31, 2021, on May 16, 2022 without the auditor having issued the respective audit opinions. Due to the outstanding audit opinion, these financial statements will not have been approved by the Supervisory Board at the time of publication. On the same day, the Company will publish the quarterly statement for the first quarter (Q1) of 2022.

Based on the adjusted timetable resulting from the resolved prolongation of the subscription period, the Company now plans to publish the audited consolidated and annual financial statements including the corresponding management reports as of December 31, 2021, approved by the Supervisory Board, until the end of June 2022.

Further information on the prolonged subscription period, the capital increase and particularly also on risk warnings in connection with an investment in the new shares offered in the subscription offer can be found in the subscription offer published on March 30, 2022 in the Federal Gazette, in the first announcement on the prolongation of the subscription period, published in the Federal Gazette on April 13, 2022 as well as in the further announcement on the prolongation of the subscription period, which is expected to be published in the Federal Gazette on May 11, 2022. The aforementioned publications also are or will be, as the case may be, available on the website of windeln.de (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.
 

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