Issuance of EUR 5 million convertible bond with exclusion of subscription rights

NOT FOR DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR DISSEMINATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

BRAIN Biotech AG: issuance of EUR 5 million convertible bond with exclusion of subscription rights

Zwingenberg, Germany, 29 February 2024 – Today, the management board of BRAIN Biotech AG (ISIN DE0005203947; “Company”) has resolved, with the approval of the supervisory board of the same day, to issue convertible bonds in the total nominal amount of EUR 5 million, making partial use of the authorization granted by the annual general meeting on 8 March 2023. The subscription rights of the Company’s existing shareholders have been excluded. Only MP Beteiligungs-GmbH was admitted to subscribe for and underwrite the convertible bonds.

The convertible bonds with a denomination of EUR 1,000 each will be issued presumably on 5 March 2024 at 100% of the nominal amount.

The convertible bonds will bear interest at a rate of 6.52% p.a. on the nominal amount. They are due for repayment at the nominal amount on 5 September 2026 unless they have been converted or repaid before.

The initial conversion price of EUR 5.04 was set with a conversion premium of 27% above the reference share price of EUR 3.97, which corresponds to the volume-weighted average price of the last three trading days.

It is not planned to admit or include the convertible bonds for trading on a stock exchange.

The Company intends to use the net issue proceeds for general corporate financing.

Notifying person:

Martina Schuster

BRAIN Biotech AG

– Investor Relations –

Darmstädter Str. 34-36

64673 Zwingenberg

Deutschland

www.brain-biotech.com

Investor Relations Office

Tel.: +49-(0)-6251-9331-0

Fax: +49-(0)-6251-9331-11

E-Mail: ir@brain-biotech.com

IMPORTANT NOTICE

This announcement may not be published, distributed or released in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which the publication, distribution or release would be unlawful. This announcement does not constitute an offer of securities of the company for sale or a solicitation of an offer to purchase securities of the company. There will be no public offer of securities of the Company.