EQS-Adhoc: clearvise AG resolves capital increase with subscription rights for up to 11,898,240 new shares

clearvise AG resolves capital increase with subscription rights for up to 11,898,240 new shares

Wiesbaden, November 21, 2022 - The Management Board of clearvise AG (WKN A1EWXA / ISIN DE000A1EWXA4), (clearvise) today resolved, with the approval of the Supervisory Board, to increase the share capital of the Company against cash contributions from currently EUR 63,457,289.00 by up to EUR 11,898,240.00 to up to EUR 75,355,529.00 by issuing up to 11,898,240 new no-par value bearer shares ("New Shares") with subscription rights for the shareholders of the Company by making partial use of the existing Authorized Capital 2022 ("Capital Increase").

The New Shares, each with a pro rata amount of the share capital of the Company of EUR 1.00 and full dividend entitlement as of January 01, 2022, shall be offered to the shareholders of the Company subject to the approval of a securities prospectus ("Prospectus") by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and the publication of the Prospectus by way of indirect subscription rights during the subscription period expected to start on November 24, 2022 (including) and ending on December 07, 2022 (including) ("Subscription Period") in accordance with the terms and conditions of the Subscription Offer and on the basis of the Prospectus. The subscription price is EUR 2.10 per New Share ("Subscription Price"). The Subscription Offer is expected to be published in the Federal Gazette on or about November 23, 2022. The subscription ratio has been set at 16:3, i.e. sixteen (16) Existing Shares entitle to subscribe for three (3) New Shares at the Subscription Price. The Existing Shares are expected to be tradable on the Open Market (Freiverkehr) of the Munich Stock Exchange in the m:access segment "Ex-Subscription Right" and in the Open Market of other German stock exchanges from November 24, 2022. Trading of the subscription rights (ISIN DE000A32VPB0 / WKN A32 VPB) for the New Shares is expected to start on November 24, 2022 and end on December 05, 2022.

New shares that are not subscribed for in the course of the Subscription Offer will be offered to institutional investors in an international private placement at a price not lower than the Subscription Price. The New Shares will be tradeable in the same way as the existing shares from the settlement date, which is expected to be December 13, 2022.

The Company expects gross proceeds from the capital increase of up to approximately EUR 25 million and intends to use these proceeds for the further expansion of its renewable energy assets in line with the growth initiative clearSCALE2025.

The public offering of the New Shares in Germany will be made exclusively by and on the basis of the Prospectus, which will be made available on the Company's website (https://clearvise.de) in the section "Investor Relations - Capital Increase". The approval of the Prospectus is expected for Tuesday, November 22, 2022.

Contact

cometis AG
Thorben Burbach
Tel.: +49 (0)611 - 205855-23
Fax: +49 (0)611 - 205855-66
E-Mail: burbach@cometis.de

Dislaimer

These materials 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 clearvise AG (the "Company") in the United States, Australia, Canada or 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 described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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 publication constitutes neither an offer to sell nor a solicitation to buy securities. A public offer in Germany will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge on the Company's website at https://clearvise.de.

This release may in the United Kingdom only be 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, and 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) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the 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 release 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 in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Statements contained herein may constitute "forward-looking statements." Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.