EQS-News: BayWa AG successfully completes capital increase with subscription rights

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BayWa AG successfully completes capital increase with subscription rights

Munich, 11 November 2025 – BayWa AG (the “Company”, ticker: BYW6, ISIN: DE0005194062, WKN: 519406) successfully completed the capital increase with subscription rights announced on 24 October 2025. In the second tranche, a total of 27,460,578 new ordinary registered shares with no par value of the Company ("New Shares") were offered during the subscription period from 28 October 2025 to 10 November 2025 (both dates inclusive) at a subscription ratio of 1:2, i.e. one existing share entitles the holder to subscribe for two new shares each, and a subscription price of EUR 2.79 per New Share ("Subscription Price") in accordance with the terms and conditions of the subscription offer published in the German Federal Gazette (Bundesanzeiger) ("Subscription Offer").

The capital increase aimed to generate total gross proceeds of at least EUR 150.0 million and up to EUR 201.6 million. The total gross issue proceeds from both tranches including rump placement amount to approximately EUR 179 million, corresponding to a total of c. 89% take-up. The anchor shareholders Bayerische Raiffeisen-Beteiligungs-Aktiengesellschaft (BRB) und Raiffeisen Agrar Invest AG (RAI) had agreed in connection with a back-stop commitment to subscribe for New Shares of up to EUR 25 million in order to generate gross proceeds of at least EUR 150 million over both tranches. Due to the positive outcome of the Subscription Offer, this back-stop will not be required. Thus, the offer has been completed.

The second tranche of the capital increase still requires registration with the commercial register (Handelsregister) to become effective, which is expected to take place on or around 13 November 2025. The share capital of the Company will thus increase from 80,934,591 shares by 19,396,178 shares to 100,330,769 shares. Delivery of the new shares of the second tranche against payment of the subscription or placement price is expected to occur on 18 November 2025.

The first day of trading in the New Shares of both tranches, i.e. for a total of 64,199,046 New Shares, on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Prime Standard) and the regulated market segment (regulierter Markt) of the Munich Stock Exchange (Börse München) is expected to take place on or about 18 November 2025.

Baader Bank AG acted as Sole Global Coordinator for the transaction.

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.

Contact:
Josko Radeljic, BayWa AG
Head of Investor Relations
Tel: +49 (0) 89 9222 3887
E-Mail:josko.radeljic@baywa.de