NFON AG resolves capital increase as part of an accelerated placement procedure

Ad hoc announcement

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO: THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

NFON AG resolves capital increase as part of an accelerated placement procedure

Munich, March 25, 2021 - The Management Board of NFON AG ("NFON" or "the Company," ISIN: DE000A0N4N52, Frankfurt Stock Exchange) resolved today, with the consent of the Supervisory Board, to carry out a capital increase against cash contributions excluding the subscription rights of the shareholders.

The Company intends to issue up to 1,505,555 new no-par value ordinary bearer shares ("new shares"), representing an increase of the Company's current share capital of up to 10%. The net proceeds of the issue are to be invested in the further growth of the Company, in particular in the further development of the product portfolio through internal development projects or technology investments, the expansion of the pan-European partner network and in marketing activities.

In the course of the capital measure, a placement of up to 1,505,555 shares of the Company with qualified investors in Germany and other selected jurisdictions is planned. For the purpose of efficient execution of the capital measure, an anchor shareholder has provided Berenberg, as the bank accompanying the transaction, with a number of shares corresponding to the capital increase by way of a securities loan for the purpose of the placement, which will be repaid after the cash capital increase has been carried out.

The placement price per share will be determined in an accelerated bookbuilding process, which will commence effective immediately. Milestone Venture Capital GmbH, a major shareholder, has indicated that it intends to support the placement by placing a large order and Active Ownership Partners, a major shareholder, has indicated its intention to support the offering by placing an order equal per ratable share to its current shareholding in the Company (approximately 25%).

As part of the transaction, the Company has agreed to a 3-month hard lock-up period and a 3-month soft lock-up period, subject to customary market exceptions.

Berenberg is the sole Global Coordinator and sole Bookrunner.

Investor Relations Contact

NFON AG
Sabina Prüser
Head of Investor Relations
+49 89 45300 134
sabina.prueser@nfon.com

Media Contact

NFON AG
Thorsten Wehner
Vice President Public Relations
+49 89 45300 121
thorsten.wehner@nfon.com

Disclaimer

This release and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, the states of the United States of America and the District of Columbia) (the "United States"), Canada, Australia and Japan. This release does not constitute an offer or part of an offer to sell or a solicitation of an offer to buy any securities (the "Shares") of NFON AG (the "Company") in the United States. The Shares of the Company 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 absent registration or an applicable exemption from the registration requirements of the Securities Act, or in a transaction not subject to the registration requirements of the Securities Act.

This publication is directed solely at individuals who reside or are domiciled in a member state of the European Economic Area (other than Germany) and who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom this release is only directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom this release may otherwise be lawfully communicated (all such persons together, the "Relevant Persons"). This publication may not be referred to or relied upon by persons other than Qualified Investors or Relevant Persons. Any investment or investment opportunity referred to in this publication is available only to Qualified Investors or Relevant Persons and will be entered into only with Qualified Investors or Relevant Persons.

This release may contain certain forward-looking statements, estimates, beliefs and projections regarding the Company's future business, results of operations and financial condition ("forward-looking statements"). Forward-looking statements can be identified by the use of terminology such as "believe," "estimate," "anticipate," "expect," "intend," "will," or "should," as well as their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the Company's management and involve significant known and unknown risks and uncertainties, and therefore actual results, performance or events may differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained herein should not be taken as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release speak only as of the date of this release. We will not update the information, forward-looking statements or conclusions contained in this release to reflect subsequent events or circumstances, or to correct inaccuracies that may arise after the date of this release as a result of new information, future developments or otherwise, and do not undertake any obligation to do so. We assume no responsibility in any way for the occurrence of the forward-looking statements or assumptions contained herein.