Management Board and Supervisory Board cancel the subscription offer

Munich, July 1, 2022: The Management Board of windeln.de SE ("windeln.de" or "Company", ISIN DE000WNDL300 und DE000WNDL318) assumes that the ordinary capital increase with subscription rights resolved by the extraordinary meeting of January 28, 2022 cannot be implemented with the prospect of sufficient issue proceeds. The Management Board and the Supervisory Board of the Company have therefore today resolved to cancel the subscription offer, the subscription period of which currently runs until July 4, 2022 after several extensions.

The two investors with whom the Company had concluded commitment agreements for the acquisition of new shares in the context of the capital increase with a total volume of up to EUR 5.5 million ("Commitment Agreements") are not fulfilling their contractual obligations with regard to the capital increase. Without the participation of the two investors, the Management Board does not expect any proceeds from the capital increase (subscriptions and private placement) in an amount that could make a relevant contribution to the financing of the Company in the current fiscal year. The previous intensive efforts of the administrative bodies of windeln.de to attract other investors to compensate for the possible loss of the two investors have also not led to any reliable results. Against this background, the Management Board, after careful consideration of all circumstances, has come to the conclusion that the implementation of the capital increase without the participation of the two investors is not in the interest of the Company. Particular focus was placed on the protection of minority shareholders who might have exercised their subscription rights only in view of the fact that a large amount of the issue proceeds was already secured by the Commitment Agreements.

According to the assessment of the Management Board, irrespective of the missing issue proceeds from the capital increase, windeln.de currently is neither insolvent nor overindebted within the meaning of insolvency law. However, the Management Board will continue to critically examine whether this status remains correct. Furthermore, the Management Board will finish the discussions with the auditor on the Company's going concern prognosis under commercial law. The Company cannot rule out the possibility that the auditor will refuse to issue an audit certificate. The Company's goal remains to adopt the annual financial statements and the consolidated financial statements for the fiscal year 2021 as soon as possible.

The Management Board will once again intensify its efforts to attract investors who will provide windeln.de with further financial resources.

Contact

Legal
Daniel Panajotow
Phone: +49 (89) 41 61 71 52 62
Email: [email protected]