EQS-Adhoc: 123fahrschule SE: Capital increase by 92,000 shares against contribution of a claim

NOT FOR DISTRIBUTION, PUBLICATION OR RETRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, KANA-DA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RETRANSMISSION IS UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Publication of inside information in accordance with Art. 17 of Regulation (EU) No. 596/2014

• Capital increase by 92,000 shares against contribution of a claim of KlickVentures GmbH against 123fahrschule Holding GmbH in the amount of EUR 460,000.00 in connection with the acquisition of FahrerWerk GmbH into 123fahrschule SE.
• The calculated issue price is EUR 5.00 per new share to be issued
• Lock-up agreement until 31 December 2025

Cologne/Frankfurt am Main, 24 May 2024 - The Management Board of 123fahrschule SE (ISIN: DE000A2P4HL9; ticker symbol: 123F) today resolved, with the approval of the company's Supervisory Board, to increase the company's share capital by EUR 92,000.00 from EUR 4,875,560.00 to EUR 4,967,560.00 by issuing 92,000 shares at a notional issue price of EUR 5.00 per share to be issued in return for a contribution in kind. The object of the contribution in kind is a claim of KlickVentures GmbH against 123fahrschule Holding GmbH in the amount of EUR 460,000.00. This claim of KlickVentures GmbH corresponds to 50% of the second variable purchase price (earn-out) to be paid in accordance with the purchase agreement as part of the acquisition of FahrerWerk GmbH by 123fahrschule Holding GmbH. The remaining claim from the variable purchase price in the amount of EUR 460,000.00 is subject to a long-term deferral and amortisation agreement with KlickVentures GmbH that protects the company's liquidity. KlickVentures GmbH will conclude a lock-up agreement with the company for the shares to be issued with a term until 31 December 2025.

The company had entered into the purchase agreement relating to FahrerWerk GmbH on the part of 123fahrschule Holding GmbH, which already provided for payment of the purchase price in shares as an option. The first variable purchase price was also partially settled in shares of 123fahrschule SE in May 2023. The arithmetical issue price of EUR 5.00 per share to be issued resulting from the amount of the claim and the number of shares to be issued was determined after due examination by the Executive Board and the Supervisory Board's own considerations and, at EUR 5.00. Shareholders' subscription rights are excluded.

The capital increase is still subject to the entry of the Authorised Capital 2024 resolved by the Annual General Meeting on 16 April 2024 in the commercial register. The non-cash capital increase is to be implemented shortly after entry in the commercial register.

Contact:

123fahrschule SE 

Your contact person: Boris Polenske

Tel: 0221-177357-60 | ir@123fahrschule.de | www.123fahrschule.de

More information at: www.123fahrschule.de

 Important note

This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy securities of the Company in the United States of America ("USA") or in any other jurisdiction. This publication may not be distributed, published or transmitted in the USA, Australia, Canada or Japan. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company have not been and will not be registered under the Securities Act or the applicable securities laws of Australia, Canada or Japan.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

About 123fahrschule SE

123fahrschule SE (ISIN: DE000A2P4HL9, ticker symbol: 123F) is a digitally driven driving school chain founded in 2016 under the name 123fahrschule Holding GmbH with a focus on e-learning. 123fahrschule SE specialises in the digital expansion of traditional driving licence training in the German driving school market. The company's core competence lies in the digitally supported training of private individuals for the driving licence category in the B segment. With more than 50 locations nationwide, 123fahrschule is already the largest driving school chain in the B segment and is planning further expansion to up to 200 locations in the coming years.

1910259  24-May-2024 CET/CEST