Subscription Price for Uniform Cash Capital Increase with Subscription Rights According to Restructuring Plan Set at EUR 2.79 per Share, Implementation of First Tranche Resolved

BayWa AG: Subscription Price for Uniform Cash Capital Increase with Subscription Rights According to Restructuring Plan Set at EUR 2.79 per Share, Implementation of First Tranche Resolved

Munich, 1 July  2025: Today, the Management Board of BayWa AG, with the approval of the Supervisory Board, set the subscription price for the uniform cash capital increase with subscription rights, as resolved in the restructuring plan, at EUR 2.79 per new share.

In the restructuring plan, a cash capital increase was resolved, through which the company’s share capital, currently amounting to EUR 92,497,210.88 and divided into 36,131,723 registered no-par value shares, will be increased by up to EUR 184,994,421.76 to up to EUR 277,491,632.64 by issuing up to 72,263,446 new registered, transfer-restricted shares (“New Shares”). In the context of this capital increase, BayWa AG shareholders are entitled to subscribe in a ratio of 1 to 2, i.e., each old share entitles the holder to subscribe for two New Shares. The capital increase is to be carried out in two tranches, with only the two anchor shareholders, Bayerische Raiffeisen-Beteiligungs-Aktiengesellschaft and Raiffeisen Agrar Invest AG, being entitled to subscribe in the first tranche, and all other shareholders in the second tranche.

Today, the Management Board, with the approval of the Supervisory Board, resolved to implement the first tranche of the capital increase. The anchor shareholders are entitled, in accordance with their previous shareholdings, to subscribe for up to a total of 44,894,938 New Shares. In accordance with the provisions of the restructuring plan, the two anchor shareholders have contractually committed in an investment agreement to exercise, within the subscription period of the first tranche of the capital increase, the subscription rights to which they are entitled based on their shareholdings, up to a total subscription price of EUR 125 million, and to subscribe for the corresponding New Shares from the first tranche of the capital increase outside of a public offering.

The New Shares from the first tranche of the capital increase will not be admitted to trading until the second tranche has been completed.

As resolved in the restructuring plan, further New Shares are to be offered indirectly for subscription to all other shareholders in the second tranche of the capital increase, again at the subscription price of EUR 2.79 per New Share and in the ratio of 1 to 2. Baader Bank Aktiengesellschaft is the sole global coordinator for the capital increase and is also carrying out the capital increase as the settlement bank. The subscription period is expected to begin in mid-October 2025. The anchor shareholders have committed to subscribe for up to a further EUR 25 million of unsubscribed New Shares as part of the second tranche in order to ensure total minimum proceeds from the capital increase of EUR 150 million. Any New Shares not subscribed for will be offered to institutional investors at least at the subscription price.

The public offering of the New Shares in the second tranche of the capital increase to all other shareholders is to be made on the basis of a securities prospectus previously approved by the German Federal Financial Supervisory Authority (BaFin). On the basis of the approved securities prospectus, all New Shares are then to be admitted to trading on the regulated market (i) of the Frankfurt Stock Exchange with simultaneous admission to its sub-segment with additional post-admission obligations (Prime Standard) and (ii) of the Munich Stock Exchange.

IMPORTANT NOTICE

This announcement is made solely for the purpose of complying with applicable disclosure requirements and does not constitute an offer to sell, or a solicitation of an offer to purchase or subscribe for, securities of BayWa AG.

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United Arab Emirates, or in any other jurisdiction in which the distribution, release or publication would be restricted or prohibited. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company (the Securities) in the United States or any other jurisdiction. The distribution of this announcement into jurisdictions may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) (the „Prospectus Regulation“). The public offering of certain Securities in Germany will be made exclusively by means of and on the basis of the German Prospectus, when published, of the Company, when it has been approved by the BaFin in Germany. There is no guarantee that a public offering will actually take place. Investors must not subscribe for or purchase any Securities referred to in this announcement except on the basis of information contained in the German Prospectus, as applicable, published by the Company in connection with the Offering (together with any amendments or supplements thereto), and should read the German Prospectus, as the case may be (together with any amendments or supplements thereto) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Securities.

The German Prospectus, once approved, will be available on the website of the BaFin (www.bafin.de), the website of the Company (https://www.baywa.com/investor-relations/kapitalerhoehung-2025/) and the website of the European Securities And Markets Authority (https://registers.esma.europa.eu/publication/).