innoscripta SE sets final price for IPO at EUR 120.00 per share

Ad-hoc publication

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

Disclosure of inside information acc. to Article 17 MAR

innoscripta SE sets final price for IPO at EUR 120.00 per share

Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.

In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.

The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.

Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.

Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.

###

About innoscripta

innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.

innoscripta press

Alexander Meyer

Phone: +49 89 255553633

Email: ir@innoscripta.com

innoscripta Investor Relations

ir@innoscripta.com

Disclaimer

This announcement may not be, directly or indirectly, published, distributed or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of innoscripta SE (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This announcement constitutes neither an offer to sell nor a solicitation to buy any securities. The securities have already been sold.

In member states of the European Economic Area other than Germany, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of regulation EU 2017/1129, as amended (the "Prospectus Regulation"). In the United Kingdom, this announcement is only being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future events and that actual events may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Each of the Company, the selling shareholders and the joint bookrunners expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Each of Joh. Berenberg, Gossler & Co. KG, Hauck Aufhäuser Lampe Privatbank AG and M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien (together, the "Banks") is acting exclusively for the Company and the selling shareholders and no one else in connection with the offering of shares of the Company (the "Offering") and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. Each of the Banks and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the inclusion in trading of shares of the Company in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scale segment) (the "Inclusion") may be influenced by things such as market conditions. There is no guarantee that Inclusion will occur and no financial decision should be based on the intentions of the Company in relation to Inclusion at this stage.