AUTODOC Sets Price Range for Planned Private Placement at €58.00 to €61.00 per Share

EQS Key word(s): IPO

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AUTODOC Sets Price Range for Planned Private Placement at €58.00 to €61.00 per Share

• Mid-point of the price range implies a total market capitalization for AUTODOC of approximately €2.4 billion
• The Private Placement is expected to consist of up to 7,600,000 existing ordinary registered shares (Namensaktien) of the Company with no par value (Stückaktien), thereof 6,608,696 existing shares (the "Secondary Placement Shares") from the holdings of the selling shareholders, which comprise the company’s founders as well as Apollo Global Management (the "Selling Shareholders"), while up to 991,304 existing shares from the holdings of the Selling Shareholders will be used to cover potential over-allotments (the "Over-Allotment Shares")
• Assuming placement of all Secondary Placement Shares and full exercise of the greenshoe option, free float is expected to be 19% of the outstanding share capital
• The Private Placement is expected to commence on June 17, 2025 and is expected to end on June 24, 2025; the first day of trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected on or around June 25, 2025
• As part of the Private Placement, the members of the Management Board intend to acquire Secondary Placement Shares at the placement price in an aggregate amount ranging from at least €750,000 up to €1.5 million in total for both members of the Management Board
• The Private Placement and subsequent listing of the Company’s shares on the Frankfurt Stock Exchange is subject to approval of a listing prospectus by the German Federal Financial Supervisory Authority (BaFin) and publication of the prospectus

Berlin, June 17, 2025 – Autodoc SE (the "Company" and, together with its consolidated subsidiaries, "AUTODOC"), the leading digital pure-play automotive parts platform in Europe, has set the price range for its planned Private Placement (the “Private Placement”) at €58.00 to €61.00 per share. The Private Placement and subsequent listing of the Company’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is subject to approval of a listing prospectus by the German Federal Financial Supervisory Authority (BaFin) and the publication of the prospectus.

The final number of Secondary Placement Shares and Over-Allotment Shares to be actually placed and the final placement price will be decided by the Selling Shareholders in consultation with the Joint Global Coordinators, based on the order book prepared during the bookbuilding process. The bookbuilding period starts on June 17, 2025 and is expected to end on June 24, 2025. Trading of AUTODOC’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on June 25, 2025 under the trading symbol “AUTD” and the international securities identification number (ISIN) DE000AUTD0C3.

The Private Placement to institutional investors in Germany and certain countries outside Germany is consisting of up to 6,608,696 existing shares from the Selling Shareholders as well as up to 991,304 existing shares from the holdings of the Selling Shareholders to cover potential over-allotments.

Assuming full exercise of potential over-allotments, the size of the Private Placement will range from €441 million to €464 million, implying a free float of 19% of the outstanding share capital. Based on the price range set, the total market capitalization amounts to between €2.3 billion and €2.4 billion. The members of the Management Board intend to acquire Secondary Placement Shares at the placement price in an aggregate amount ranging from at least €750,000 to up to €1.5 million in total for both members of the Management Board.

The Selling Shareholders have entered into customary lock-up agreements ending 180 calendar days after the first day of trading of the Company's shares on the Frankfurt Stock Exchange, subject to customary exceptions.

Barclays Bank Ireland PLC, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and Jefferies GmbH are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Apollo Capital Solutions Europe B.V., Banco Santander, S.A. and UniCredit Bank GmbH are acting as Joint Bookrunners.

The listing prospectus will be made available on AUTODOC’s Investor Relations website (ir.autodoc.group) following approval of such prospectus by the German Federal Financial Supervisory Authority (BaFin).

About AUTODOC

AUTODOC is the leading digital pure-play automotive parts platform in Europe. The Company, which was founded in Berlin in 2008 by Alexej Erdle, Max Wegner and Vitalij Kungel, has developed into one of the most exciting eCommerce companies in Europe in a remarkably short period. Since November 2022, the Company has been operating as the European corporation Autodoc SE. The Management Board consists of Dmitry Zadorozhny (CEO) and Lennart Schmidt (CFO). As of December 31, 2024, AUTODOC’s product assortment comprises around 6.7 million SKUs from around 2,500 brand manufacturers, including car parts, truck parts, motorcycle parts, tires, as well as adjacent products such as tools, accessories, oils and liquids and consumables and has significantly increased over time. In 2024, AUTODOC generated Sales Revenue of €1.6 billion (2023: €1.3 billion). AUTODOC has online shops in 27 European countries and employs around 5,000 people in 13 locations: Germany, Belgium, Czech Republic, France, Italy, Kazakhstan, Luxembourg, Moldova, the Netherlands, Poland, Portugal, United Kingdom, and Ukraine.

Contacts

Kai Bremer

Vice President Treasury and Investor Relations

Tel.: +49 30 208476524

Mobile: +49 175 2170089

Email: k.bremer@autodoc.eu

AUTODOC SE, Kurfürstendamm 22, 10719 Berlin

Tina Rodriguez

Director of Communications

Tel.: +49 30 208476524

Mobile: +49 160 99051581

Email: t.rodriguez@autodoc.eu

AUTODOC SE, Kurfürstendamm 22, 10719 Berlin

Disclaimer/Important Notices:

This announcement may not be published, distributed or transmitted in the United States, Canada, Australia, South Africa or Japan. This announcement is not an offer to sell, or a solicitation of an offer to purchase, securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in an offering not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. No public offer will be made. An investment decision regarding securities of Autodoc SE (the "Company") should only be made on the basis of the securities prospectus (including any supplements thereto, if any) to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; "BaFin"), which approval should not be understood as an endorsement of the securities offered. The securities prospectus will be published promptly upon approval and will be available free of charge on the Company's website (ir.autodoc.group).

In any member state of the European Economic Area or the United Kingdom, this communication is only addressed to and is only directed at qualified investors in such member state or the United Kingdom within the meaning of the Prospectus Regulation EU 2017/1129 (as amended, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), respectively, and no person that is not a qualified investor may act or rely on this communication or any of its contents.

This communication is being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) to persons who are "qualified investors" within the meaning of Article 2 of the UK Prospectus Regulation and who are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth companies, and other persons falling within Articles 49(2)(a) to (d) of the Order (all such persons in (i) and (ii) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This announcement is an advertisement for the purposes of the Prospectus Regulation and underlying legislation or the UK Prospectus Regulation. It is not a prospectus.

The present material contains various statements relating to the future development of AUTODOC and the Company. These statements are based on assumptions and estimates. Although we are convinced that the forward-looking statements are realistic, they are not guarantees of future performance since our assumptions involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such factors include market fluctuations, the development of world market prices for commodities or spare parts and exchange rates or fundamental changes in the economic environment. The Company does not intend to and does not undertake any obligation to update any forward-looking statements in order to reflect events or developments after the date of this material.

Each of Barclays Bank Ireland PLC, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Jefferies GmbH, Apollo Capital Solutions Europe B.V., Banco Santander, S.A. and UniCredit Bank GmbH (together, the "Banks") is acting exclusively for the Company and no one else in connection with the planned Private Placement of shares of the Company 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 planned Private Placement, 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 planned Private Placement or otherwise. Accordingly, references in the prospectus, once published, 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 admission to trading of shares of the Company on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together, the "Listing") may be influenced by things such as market conditions. There is no guarantee that Listing will occur and no financial decision should be based on the intentions of the Company in relation to Listing at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the Private Placement. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Private Placement for the person concerned.

In connection with the Private Placement of the shares in the Company, Citigroup Global Markets Europe AG, acting for the account of the Banks, will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be June 25, 2025, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). Stabilization transactions may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be undertaken at the following trading venues: Xetra.

In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the existing shares actually placed in the Private Placement (the "Over-Allotment Shares"). The Selling Shareholders granted the Stabilization Manager, acting for the account of the Banks, an option to acquire a number of shares in the Company equal to the number of Over-Allotment Shares at the placement price, less agreed commissions (so-called Greenshoe option). To the extent Over-Allotment Shares were allocated to investors in the Private Placement, the Stabilization Manager, acting for the account of the Banks, is entitled to exercise this option during the Stabilization Period even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of any stabilization measures (so-called refreshing the shoe).