July 12, 2021

SLM Solutions Group AG: Management board and supervisory board resolve on increase of the company’s share capital by c. 5%

Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014


Lubeck, 12 July 2021 – Today, the management board of SLM Solutions Group AG (ISIN DE000A111338, the “Company”) resolved, with the approval of the supervisory board, to increase the share capital of the Company by approximately 5%, from currently EUR 19,778,953.00 by EUR 988,947.00 to EUR 20,767,900.00 against cash contributions, making partial use of the Authorized Capital 2021.

In the course of the capital measure, approximately 988,947 new shares will be offered to qualified institutional investors by way of a private placement. The shareholders’ statutory subscription right is excluded in accordance with Section 203 AktG in conjunction with Section 186 (3) sentence 4 AktG. The new shares are expected to be included in the existing listing of the shares of the Company at the Frankfurt Stock Exchange on or around 16 July 2021.

Half of the proceeds from the issuance of the new shares are intended to be used to fund the ongoing business operations and the remainder will be used to continue the investments in strategically important areas such as the next generation SLM-machine as well as the expansion of the international sales and service network (i.e. US West Coast facility).

The share placement will be launched with immediate effect and the offering price will be determined on the basis of an accelerated bookbuilding. In the context of the contemplated capital increase, the Company has agreed to a lock-up period of 180 days subject to customary market exceptions and, as already announced, the possible issuance of further securities in accordance with the terms and conditions of the convertible bonds issued by the Company in 2020 and 2021.

Important Notice

This publication may not be published or distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer or a solicitation to submit an offer to purchase, any securities of the Company or any its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction or may be deemed as binding in connection with such an offer. The offered shares 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 of America without registration or an exemption from registration under the Securities Act.

In the United Kingdom, this publication is being directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as "Relevant Persons"). This publication is directed and distributed only to Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. 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.

In the member states of the European Economic Area, the placement of securities described in this announcement is directed exclusively to persons who are qualified investors in the meaning of the Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.