NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, EITHER DIRECTLY OR INDIRECTLY, IN FULL OR IN EXCERPTS, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION, PUBLICATION OR FORWARDING WOULD BE UNLAWFUL

Linus Digital Finance AG plans capital increase from authorized capital with exclusion of shareholders’ subscription rights in the amount of approx. EUR 4.7 million

Berlin, 30 May 2022 - Today, the Management Board of Linus Digital Finance AG (also the “Company”) has, with the approval of the Supervisory Board, resolved to raise gross proceeds of approx. EUR 4.7 million through a capital increase from authorised capital. Thus, the Management Board and Supervisory Board have resolved by way of a framework resolution to increase its share capital from currently EUR 6,406,666.00 by up to EUR 255,666.00 (up to approx. 4% of the current share capital) to up to EUR 6,662,332.00 by partial use of its authorized capital against cash contributions with exclusion of subscription rights of existing shareholders through the issuance of up to 255,666 new ordinary bearer shares with no-par value (auf den Inhaber lautende Stückaktien) with a notional value of EUR 1.00 (the “New Shares”). The New Shares shall carry full dividend rights from 1 January 2021.

The New Shares shall be offered for sale in Germany and other selected jurisdictions (outside the United States of America) by way of a private placement to qualified investors and investors who are willing to acquire shares for a total consideration of at least EUR 100,000.00 per investor. The private placement will be initiated immediately after this notification. The Management Board of Linus Digital Finance AG is expected to determine this evening, on 30 May 2022, following authorization by the Supervisory Board, the offer price and final number of New Shares. The admission to trading and delivery of the new shares is expected to take place on 2 June 2022.

The Company intends to use the net proceeds of the capital increase to (i) fund the further growth of the Company and (ii) increase liquidity and thereby strengthen the Company’s balance sheet.

Disclaimer

This publication is for informational purposes only and is directed only at non-U.S. persons who are located outside the United States of America (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”) or the securities laws of any state of the United States and the securities referred to herein may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering of any securities referred to herein is being made in the United States. This publication of inside information is not a prospectus. Subject to certain exceptions from the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

This publication may not be distributed, directly or indirectly, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This publication does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein in the United States or in any other jurisdiction. The offer and the distribution of this publication and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

This publication will only be distributed to (i) persons who are outside the United Kingdom; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order“) or (iii) high net worth entities, unincorporated associations or other corporations falling within article 49(2)(a) to (d) of the Financial Promotion Order (all such persons are referred to herein as “Relevant Persons”). This publication is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this publication or any of its contents. 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.

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) or UK PRIIPs key information document (KID), for offering or selling the securities or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful.

This publication may contain forward-looking statements, estimates, opinions and projections with respect to the anticipated future performance of the Company (“Forward-Looking Statements”), within the meaning of the securities laws of certain applicable jurisdictions. These Forward-Looking Statements include, but are not limited to, all statements other than statements of historical facts contained in this publication, including, without limitation, those regarding the Company’s intentions, beliefs or current expectations concerning, among other things: the Company’s future financial conditions and performance, results of operations and liquidity; the Company’s strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which the Company participates or is seeking to participate; and anticipated regulatory changes in the industry in which the Company operates. These Forward-Looking Statements can be identified by the use of forward-looking terminology, including, but not limited to, the terms “assumes”, “plans”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of Linus Digital Finance AG and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Past performance is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future.

Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise, unless required to do so by applicable law. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.

Contact:

Frederic Olbert
Chief Financial Officer
Alexanderstraße 7
10178 Berlin
+49 (0) 30 629 3968 10
[email protected]