Vita 34 AG
Vita 34 AG: resolves on cash capital increase under exclusion of subscription rights in the amount of up to 10% of the share capital, commitments from investors

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.

Vita 34 AG resolves on cash capital increase under exclusion of subscription rights in the amount of up to 10% of the share capital, commitments from investors

Leipzig, November 27, 2023 – The Management Board of Vita 34 AG (the “Company”) today resolved, with the approval of the Supervisory Board, on a capital increase against cash contributions with partial utilization of the Authorized Capital 2022, excluding the statutory subscription rights of shareholders.

The company’s share capital of currently EUR 16,036,459.00 is to be increased by up to 10% through the issue of up to 1,603,645 new registered shares (the “New Shares”). The Company has received commitments from several investors, including the Company’s major shareholder AOC Health GmbH, to acquire all New Shares by way of a private placement. The placement price amounts to EUR 4.40 per New Share and thus includes a premium of EUR 0.45on the current stock market price of the Vita 34 share.

The New Shares carry the same rights as the existing shares (ISIN DE000A0BL849) and are to be admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange without a prospectus.

The expected issue proceeds from the capital increase in the amount of approximately EUR 7 mio. are to be used for operating purposes and investment activities.

Notifying person: Dirk Plaga (Chief Financial Officer)

DISCLAIMER

This notification is a mandatory notification pursuant to Art. 17 MAR. Vita 34 AG is solely responsible for the content of this announcement. As always, the assessments contained herein are subject to the following reservations.

RESERVATION REGARDING FORWARD-LOOKING STATEMENTS/NO OBLIGATION TO UPDATE

This release contains forward-looking statements that are subject to certain risks and uncertainties. Future results may differ materially from those currently anticipated due to various risk factors and uncertainties, including changes in business, economic and competitive conditions, currency exchange rate fluctuations, uncertainties in litigation or investigative proceedings and the availability of financing. Vita 34 AG assumes no responsibility to update the forward-looking statements contained in this release.

NOTE

This announcement may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction in which such distribution or publication would be unlawful. The distribution of this publication may be restricted by law in certain jurisdictions and anyone in possession of this document or information referred to herein should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the capital market laws of such countries.

This announcement does not constitute an offer of, or an invitation to subscribe for or purchase, securities of Vita 34 AG in the United States of America, Germany or any other jurisdiction. No public offering has been or will be made and no prospectus has been or will be published in connection with the transaction.

Neither this publication nor its contents may form the basis of an offer in any jurisdiction. The securities referred to above may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities of Vita 34 AG have not been and will not be registered under the Securities Act.

This announcement does not constitute a recommendation regarding the placement of the securities described in this announcement. Investors should consult a professional adviser as to the suitability of the offer for the person concerned.

In the United Kingdom, this publication is directed only at (i) 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 must not be acted on or relied on by persons other than Relevant Persons. Any investment or investment opportunity referred to in this publication is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The offer referred to herein, which is being made in Member States of the European Economic Area (each a “Relevant Member State”), is directed only at “qualified investors” as defined in Article 2(e) of the Prospectus Regulation (“Qualified Investors”). For these purposes, the term “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC and includes the related delegated regulations.

No action has been taken that would permit an offering of the securities, their acquisition or the distribution of this publication in countries where this is not permitted. Any person into whose possession this publication comes is required to inform themselves about and to observe any such restrictions.

OTHER

This publication constitutes neither an offer to sell nor a solicitation to buy securities. This announcement may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction in which such publication would be unlawful. This announcement does not constitute a recommendation to buy or sell the securities described in this announcement.