NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECLTY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Veganz sets final offer price for IPO at EUR 87.00 per share

- Final offer price set at EUR 87.00 per share and resulting in total IPO volume of around EUR 47.6 million

- Gross proceeds to Veganz amount to around EUR 33.8 million

- Net proceeds shall primarily be used for the establishment of the new production site near Berlin as well as investments in the further organic and inorganic growth, e.g. for research and development, expansion of field force, marketing and further expansion in selected European countries

- First day of trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale segment) expected on or around 10 November 2021

Berlin, 3 November 2021 - Veganz Group AG ("Company" or "Veganz") (International securities identification number (ISIN) DE000A3E5ED2 / German Securities Code (Wertpapier-Kenn-Nummer (WKN)) A3E5ED / Ticker Symbol VEZ), the Berlin-based purely plant-based/vegan food company with Germany's most innovative food brand in 2021^[1], has set the final offer price for its initial public offering ("IPO") at EUR 87.00 per share.

All 547,120 offered ordinary bearer shares with no par value (auf den Inhaber lautende Stammaktien ohne Nennbetrag (Stückaktien)) of the Company ("Shares") were placed with investors in the IPO. It comprised 388,733 new Shares from a capital increase, 87,024 existing Shares from the holdings of the selling shareholders as well as an over-allotment consisting of 71,363 existing Shares from the holdings of the lending shareholders. Therefore, the total volume of the IPO amounts to around EUR 47.6 million and implies a total market capitalization of the Company of around EUR 106.4 million, in each case based on the final offer price of EUR 87.00 per Share. Upon completion of the IPO, the expected free float will amount to around 67%, assuming full exercise of the greenshoe option.

Veganz expects gross proceeds from the sale of the new Shares in the IPO in the amount of around EUR 33.8 million. Veganz intends to use the net proceeds primarily for the establishment of the new production site near Berlin as well as investments in the further organic and inorganic growth, e.g. for research and development, expansion of field force, marketing and further expansion in selected European countries.

"We are proud that we have accomplished the first 'vegan IPO' in Germany. The great response and the high demand from investors reflect the attractiveness of our business model and shows their confidence in our ability to tap into the future potential of the vegan growth market. As pioneer in the vegan food industry with Germany's most innovative food brand in 2021 and as Europe's sole multi-category supplier of purely plant-based food^[2] we are very confident to execute our growth plans and fully seize the market potential.", reflects Jan Bredack, founder and CEO of Veganz.

The first day of trading in the Shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Scale segment) is expected to be on or around 10 November 2021. Book-entry delivery of the Shares placed in the IPO against payment of the final offer price is expected to take place on or around 10 November 2021.

The Company and major existing shareholders of the Company (holding 2,000 or more Shares prior to the IPO) committed to a lock-up period of twelve (12) months. Jan Bredack, the CEO of Veganz holding 26.3% of the Shares prior to the IPO^[3], agreed to a lock-up commitment of 36 months, which underscores his strong commitment and belief in a positive development of Veganz.

M.M.Warburg & CO acts as Sole Global Coordinator and Sole Bookrunner and Quirin Privatbank as Co-Lead Manager. Noerr Partnerschaftsgesellschaft mbB acts as transaction counsel and ACXIT Capital Partners as IPO advisor.

Contact:

About Veganz:
Veganz - Good for you, better for everyone - is the brand for plant-based food. Founded in Berlin in 2011, Veganz became known as the European vegan supermarket chain. With a colorful and life-affirming company philosophy, Veganz managed to break open the vegan niche and establish the plant-based nutrition trend on the market. The current product portfolio includes around 120 products (101 active products as of September 30, 2021) across 17 categories and is available in more than half of all European countries and in 22,264 points of sale (POS) globally as of June 30, 2021, excluding Veganz' own three stores in Berlin, Germany. In addition, the Veganz product portfolio is continuously being expanded to include high-quality, innovative items and the sustainable value chain is constantly being improved. For this commitment, Veganz was the only German company to be voted one of the top 3 innovative brands and Germany's most innovative food brand in an exclusive Handelsblatt ranking in 2021.
 

IMPORTANT NOTICE

This announcement may not be published, distributed or released in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, "United States"), Australia, Canada, Japan or any other jurisdiction in which the publication, distribution or release would be unlawful. This announcement does not contain or constitute an offer of securities for sale or a solicitation of an offer to purchase Shares or other securities of the Company ("Securities") in the United States, Australia, Canada, Japan or any other jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares or other Securities may not be offered or sold in the United States. There will be no public offering of Shares or other Securities in the United States. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. The Shares may not be offered or sold in the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada or Japan.

This announcement is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended ("Prospectus Regulation"), and does not constitute an offer to sell, or the solicitation of an offer to purchase, Shares or other Securities of the Company. The Shares offered in the IPO have already been sold in the IPO.

In member states of the European Economic Area and the United Kingdom, this announcement is only being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation, in the case of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, this announcement is only being distributed to and is only directed 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 ("Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at 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 announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements contained in this announcement may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements may be identified by words such as "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by the Company that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Neither the Company nor M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien and Quirin Privatbank AG (together "Underwriters") nor any of their respective affiliates assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this announcement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

The Underwriters are acting exclusively for the Company, the selling shareholders and the lending shareholders and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Company, the selling shareholders and the lending shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of Shares or other Securities. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the release) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

In connection with the IPO, M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien, acting for the account of the Underwriters, will act as stabilization manager ("Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Shares commence trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be on or around 10 November 2021 and ending no later than 30 calendar days thereafter ("Stabilization Period"). Stabilization measures may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange (Frankfurter Wertpapierbörse); Xetra.

In connection with such stabilization measures, investors were allocated additional existing Shares in the amount of 15% of the new Shares and the existing Sharesplaced in the IPO ("Over-Allotment Shares"). The lending shareholders granted the Stabilization Manager, acting for the account of the Underwriters, an option to acquire a number of existing Shares equal to the number of Over-Allotment Shares at the offer price, less agreed commissions (so-called "Greenshoe Option"). To the extent Over-Allotment Shares were allocated to investors in the IPO, the Stabilization Manager, acting for the account of the Underwriters, is entitled to exercise the Greenshoe Option during the Stabilization Period even if such exercise follows any sale of Shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of any stabilization measures (so-called "refreshing the shoe").

^[1] According to the market research institute YouGov for the German newspaper Handelsblatt.

^[2] Company estimate.

^[3] Via Bredack Vermögensverwaltungsgesellschaft mbH.