Acceptance of the offer of Merz Real Estate GmbH & Co KG dated 2 July 2024 regarding its further contribution obligation in the amount of up to EUR 16 million

Inside information pursuant to Art. 17 of Regulation (EU) No. 596/2014

Noratis AG: Acceptance of the offer of Merz Real Estate GmbH & Co KG dated 2 July 2024 regarding its further contribution obligation in the amount of up to EUR 16 million

Eschborn, 3 September 2024 – The Management Board of Noratis AG (Shares: ISIN: DE000A2E4MK4 / WKN: A2E4MK, Bonds: ISIN: DE000A3H2TV6 / WKN: A3H2TV, ISIN: DE000A3E5WP8 / WKN: A3E5WP) announces that with reference to the further negotiations with Merz Real Estate GmbH & Co. KG ("Merz Real Estate"), majority shareholder of Noratis AG, regarding additional cash contributions of Merz Real Estate in the amount of up to EUR 16 million, the Company has accepted the offer of Merz Real Estate dated 2 July 2024.

Accordingly, Merz Real Estate has undertaken vis-à-vis Noratis AG that in addition to the up to EUR 10 million that will be paid as contributions in the context of capital increases in the current financial year, it will provide the company with the missing amount up to the maximum amount of EUR 16 million by means of a further capital increase, in the event that, contrary to expectations, the planned reorganisation measures do not generate sufficient liquidity to comply with the reorganisation path described in the reorganisation report. This obligation of Merz Real Estate is subject to (a) a successful extension of the terms (i) of the up to EUR 50 million 5.5% Bond 2020/2025 (ISIN: DE000A3H2TV6/WKN: A3H2TV), issued in the amount of EUR 30 million, until 31 December 2028 and (ii) the up to EUR 40 million 4.75% Bond 2021/2027 (ISIN: DE000A3E5WP8 / WKN: A3E5WP), issued in the amount of EUR 10 million, until 31 December 2029, in each case with unchanged conditions and (b) a confirmation by the restructuring expert FTI-Andersch AG that Noratis AG, taking into account the respective capital additionally injected, is still or again following the reorganisation path provided for in the Independent Business Review prepared for Noratis AG by FTI-Andersch and is fully financed for the following 24 months (calculated from the planned capital injection). It shall be reduced to the extent that other shareholders exercise their subscription rights.

Contact Investor & Public Relations:

edicto GmbH

Dr Sönke Knop

+49 (0)69 905 505 51

noratis@edicto.de

Eschersheimer Landstraße 42

60322 Frankfurt am Main