INTERSHOP Communications AG resolves cash capital increase with subscription rights

NOT FOR DISTRIBUTION, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.

INTERSHOP Communications AG resolves cash capital increase with subscription rights

Jena, 2 September 2025 – The Management Board of INTERSHOP Communications AG (ISIN: DE000A254211) today resolved, with the consent of the Supervisory Board, to increase the share capital against cash contributions by indirectly granting subscription rights to the company’s shareholders, making partial use of the existing authorized capital. The capital increase involves up to 4,374,684 new shares with a subscription ratio of 10:3 and a subscription price of EUR 1.00 per new share. As a result, share capital would increase from the current EUR 14,582,291 to up to EUR 18,956,975. The new shares are entitled to dividends as of 1 January 2025.

New shares not subscribed by shareholders will be offered to selected investors through a private placement after the end of the subscription period (8 to 22 September 2025). Three anchor shareholders of the company (Shareholder Value Beteiligungen AG, Value Focus Beteiligungs GmbH and Sachs Assets GmbH) have already agreed, under a backstop agreement, to exercise their subscription rights and acquire all remaining shares from the private placement unless they are placed with other shareholders or third parties.

The company plans to effectively use the proceeds from the capital increase for the further strategic development of its cloud business and to streamline its corporate structure and processes. The strategic goal is to sustainably increase the company’s competitiveness and its capacity for innovation, especially through artificial intelligence initiatives.

Contact:
Investor Relations
Isabell Zeitz
T: +49-3641-50-1000
ir@intershop.de

Important notice

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of INTERSHOP Communications Aktiengesellschaft in the United States, Germany or any other jurisdiction. In accordance with Art. 1 para. 4 subpara. 1 lit. db) pursuant to Annex IX of Regulation (EU) 2017/1129 (Prospectus Regulation), the subscription offer is made without a securities prospectus. An information document containing the information specified in Annex IX to the Prospectus Regulation will be published, however. This information document and the subscription offer will be available for download on the company’s website (https://intershop.com/de/investoren). Each shareholder is required to inform himself about INTERSHOP Communications AG and its securities prior exercising the subscription right. The information contained in this announcement is for background purposes only and no claim to completeness is made. No reliance may be placed, for any purpose, on the information contained in this announcement or its accuracy or completeness. The information contained in this announcement is subject to change.

This notification may not be distributed or released directly or indirectly in the United States of America or within the United States of America (including its territories or premises, a state or the Districts of Columbia) and may not be distributed to "U.S. persons" (as defined in Regulation S des U.S. Securities Act of 1933 of its respectively current version ("Securities Act")) or passed on to publications with a general distribution in the United States of America. This announcement does not constitute an offer respectively an invitation to issue an offer for the sale or subscription of securities in the United States nor is it part of such offer or invitation. Securities have not been and will not be registered under the provisions of the Securities Act and may only be sold or offered for sale in the United States of America with prior registration under the provisions of the Securities Act in its currently valid version or, without prior registration, only on the basis of an exemption. INTERSHOP Communications AG does not intend to conduct a public offering of shares in the United States of America.

Subject to certain exceptions under applicable securities laws, the securities referred to in this announcement may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan. No action has been taken that would permit an offering of the securities or their subscription or the distribution of this announcement in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this announcement are required to inform themselves about potential restrictions and to observe any such restrictions.