PAION AG
PAION AG: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

PAION AG

Aachen

ISIN: DE000A0B65S3

WKN: A0B65S

Announcement pursuant to Section 50 (1) sentence 1 no. 1 of the German Securities Trading Act (WpHG) concerning the reduction of the share capital and its implementation in accordance with the provisions on ordinary capital reduction pursuant to Section 222 et seqq. AktG by consolidation of shares and conversion of stock exchange listing

The Extraordinary General Meeting of PAION AG (the “Company”) resolved on 25 January 2023 (i) to reduce the Company’s share capital of EUR 71,336,992.00, which was divided into 71,336,992 no-par value bearer shares with a notional value of EUR 1.00 per share, by cancelling two shares to EUR 71,336,990.00 and (ii) to reduce the share capital reduced to EUR 71,336,990.00 following the aforementioned cancellation in accordance with the provisions on the ordinary reduction of capital pursuant to Sections 222 et seqq. AktG by consolidating shares by EUR 64,203,291.00 to EUR 7,133,699.00, divided into 7,133,699 no-par value bearer shares.

The capital reduction by consolidation of shares is carried out for the purpose of partial offsetting of losses and otherwise to allocate amounts to the capital reserve.

With the entry of the capital reduction resolutions in the Commercial Register of the Local Court of Aachen on March 14, 2023, the capital reduction and the corresponding amendment to § 4 (1) and (2) of the Articles of Association became effective.

The capital reduction in accordance with the provisions on the ordinary capital reduction will be carried out by combining ten no-par value shares into one no-par value share for each ten no-par value bearer shares, so that shareholders will receive one new no-par value bearer share with ISIN DE000A3E5EG5 / WKN A3E5EG (converted shares) for each ten no-par value bearer shares with ISIN DE000A0B65S3 / WKN A0B65S (old shares). For the technical implementation of the capital reduction, the old shares will be combined by the custodian banks at a ratio of 10 : 1 as of the evening of April 13, 2023 (record date). It is to be expected that in individual cases custodian banks will carry out the conversion only after settlement of the open stock exchange transactions (analogous to the handling of Clearstream Banking Aktiengesellschaft, Frankfurt (“Clearstream”)) on April 14, 2023.

If a shareholder holds a number of shares not divisible by ten, fractional shares (fractional rights, ISIN DE000A3E5EH3 / WKN A3E5EH) will be booked to him. The shareholders of the Company are requested, in order to carry out any necessary fractional shares settlement, to issue a corresponding order to their respective custodian bank as soon as possible, but no later than the date specified by the respective custodian bank, regarding the treatment of the fractional shares, in particular the sale of the fractional shares or the purchase of additional fractional shares for the purpose of consolidation into one share. To the extent that fractional shares result from the consolidation and the shareholders have not given an instruction to their custodian bank in this respect or the instruction could not be carried out, the custodian banks will try to balance the fractional shares. Any remaining fractional shares shall be combined and subsequently disposed of for the account of the parties concerned.

The converted shares of the Company are represented by a global certificate deposited with Clearstream. The right of the shareholders of the Company to receive share certificates is excluded under the Articles of Association. Accordingly, the shareholders of the Company will participate as co-owners in the converted shares held by Clearstream in proportion to their share with a corresponding depositary credit.

The capital reduction is also associated with a change in the stock exchange listing of the Company’s shares. Stock exchange orders not executed up to and including April 11, 2023 will expire at the end of this trading day. Accordingly, the custodian banks will transfer the custody account holdings of no-par value shares of the Company according to the status in the evening of April 13, 2023 (Record Date). This custody account balance – based on a period of two trading days for the custodial settlement of share transfers – reflects the shareholder position at the close of April 11, 2023. The pricing of the converted shares will commence on April 12, 2023 on the Frankfurt Stock Exchange in the regulated market (Prime Standard) and in open market trading on the other stock exchanges. From this date, only the converted shares (ISIN DE000A3E5EG5/ WKN A3E5EG) will be available for trading.

Aachen, March 2023

PAION AG

– The Management Board –