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

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

Readcrest Capital AG resolves to issue convertible bonds excluding subscription rights in an aggregate principal amount of up to EUR 10 million maturing in 2031

Hamburg, 22 October 2026 – The management board of Readcrest Capital AG (ISIN: DE000A0LE3J1 / WKN: A0LE3J; the “Company”) today resolved, with the approval of the Company’s supervisory board, to issue senior, unsecured convertible bonds in an aggregate principal amount of up to EUR 10 million (the “Convertible Bonds”).

The Convertible Bonds, each with a principal amount of EUR 1,000.00, may be converted into new no-par value bearer shares of the Company or redeemed in cash. The Company is making use of the authorisation granted by the Company’s annual general meeting on 13 August 2025 under agenda item 17, as amended by resolution of the extraordinary general meeting on 16 March 2026 under agenda item 1.

The Convertible Bonds will be issued at 100% of their principal amount and will bear interest at a rate of 5.00% p.a. Unless previously converted, redeemed or repurchased and cancelled, the Convertible Bonds will be redeemed at maturity on 28 October 2031 at a redemption amount of 125% of their principal amount plus accrued interest. The initial conversion price has been set at EUR 3.00. This corresponds to a conversion premium of approximately 123.9% over the share reference price of EUR 1.34, which corresponds to the closing price (XETRA) of the Company’s share on 21 October 2026.

The subscription rights of the Company’s shareholders to subscribe for the Convertible Bonds have been excluded on the basis of the authorisation granted by the Company’s annual general meeting on 13 August 2025 under agenda item 17 lit. f) no. (ii). The Convertible Bonds will be placed exclusively with selected investors by way of a private placement.

The Company intends to use the net proceeds from the issuance of the Convertible Bonds for further investments.

The Company intends to apply for the inclusion of the Convertible Bonds in trading on the open market (Freiverkehr) of the Hamburg Stock Exchange.

Contact 
Readcrest Capital AG Rolf Elgeti, Dr. Marcus Kiefer – Management Board members
Hermannstraße 40, D-20095 Hamburg 
T: +49 403 688 126 77
E: info@readcrest.com 
W: www.readcrest.com

IMPORTANT NOTICE

This announcement and the information contained herein are restricted and may not be published, distributed or released, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Japan, Canada, South Africa or any other country where such publication, distribution or release may be unlawful. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions, and any persons in possession of this announcement or other information referred to herein should inform themselves about and observe any such restrictions. In addition, this announcement is for information purposes only and constitutes neither an offer nor a solicitation of an offer to purchase, sell or subscribe for any securities in any jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of the relevant countries.

This announcement constitutes neither an offer nor a solicitation of an offer to purchase, sell or subscribe for any securities of the Company or any of its subsidiaries in the United States of America, Australia, Japan, Canada, South Africa or any other jurisdiction in which such offers or solicitations of an offer to purchase, sell or subscribe for securities would be prohibited under applicable law. Neither this announcement nor any part of its contents may be used in any jurisdiction as the basis for, or relied upon in connection with, any offer or offer to purchase, sell or subscribe. The Convertible Bonds and the shares offered for purchase, sale or subscription have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the Securities Act or in a transaction not subject to the registration requirements of the Securities Act in compliance with the applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities regulatory authority in the United States or any other U.S. regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. No public offering or solicitation of an offer to purchase, sell or subscribe for securities of the Company is being made in the United States or any other jurisdiction.

2420302  22-Oct-2026 CET/CEST