EQS-Adhoc: BayWa AG announces preliminary results of subscription offer and launches placement of unsubscribed shares

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BayWa AG announces preliminary results of subscription offer and launches placement of unsubscribed shares

Munich, 10 November 2025 – Further to the announcement on 24 October 2025, BayWa AG (the “Company”) today announces the preliminary results of the Subscription Offer. Out of the total 27,368,508 New Shares offered in the Offering, the Company has received acceptances in respect of c. 17.7 million New Shares, representing 65% of the total number of New Shares.

As mentioned in prior announcements and in the prospectus relating to the rights offering, shares with respect to which subscription rights have not been validly exercised will be placed in the market. These shares will be offered to qualified institutional investors starting immediately by means of private placements in accordance with applicable securities legislation (the “Rump Placement”).

A further announcement with the results of the Rump Placement and the final take-up of the Subscription Offer will be made in due course.

Important note

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 to buy or subscribe for securities of BayWa AG.

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where its distribution, release or publication is restricted or prohibited. This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities of the Company (the securities) in the United States or any other jurisdiction. The distribution of this announcement in certain jurisdictions may be subject to legal restrictions, and persons who come into possession of this announcement should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of the relevant 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 in the United States unless an exemption from the registration requirements of the Securities Act and applicable state or local securities laws is available, or the offer or sale is made in a transaction not subject to such requirements. There will be no public offering of the securities in the United States.

This announcement is for information purposes only and does not constitute a prospectus within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) (the Prospectus Regulation). The public offering of certain securities in Germany will only take place after publication, by means of and on the basis of the Company's prospectus approved by BaFin. Investors should make a decision to subscribe for or purchase the securities referred to in this announcement solely on the basis of the information contained in the prospectus to be published by the Company in connection with the offer (together with any amendments or supplements) and should read the prospectus (together with any amendments or supplements) before making an investment decision so that they are fully aware of the potential risks and benefits associated with a decision to invest in the securities.