fox e-mobility AG closes EUR 25 million financing framework with mandatory convertible bonds

Ad hoc annoucement according to Art. 17 MMVO

fox e-mobility AG closes EUR 25 million financing framework with mandatory convertible bonds

Munich, April 21, 2021. fox e-mobility AG (ISIN: DE000A2NB55) today signed a framework agreement with London based asset management group, Atlas Capital Markets Limited (ACM) for the issue of (non-interest-bearing) mandatory convertible bonds with a nominal value of up to a total of EUR 25 million within a timeframe of up to three years. In the contract, ACM undertakes to subscribe to the convertible bonds issued by fox e-mobility AG under certain conditions. The respective issue takes place as part of a prospectus-free private placement. There will be no public offer of the convertible bonds. The management board of fox e-mobility AG intends to resolve the issue of the first tranche of convertible bonds under the framework agreement in the foreseeable future.

The convertible bonds will be divided into bearer bonds with a nominal value of EUR 100,000.00 each. The issue price per bond is 95% of the nominal amount and thus EUR 95,000.00 per bond. The conversion price per share is 95% of the average market price on the five consecutive trading days of the issuer's shares before submitting a notice of exercise. After conversion, ACM also has the right to purchase additional shares for 30% of the converted shares at an issue price of EUR 2.50 until December 30, 2022. The maximum number of shares that can be drawn corresponds to 30% of the converted shares. The subscription offer is made without a prospectus in accordance with Section 3 No. 2 of the German Securities Prospectus Act (WpPG).

Contact
ir@fox-em.com

Important information:
The dissemination of this information and the offer of securities by fox e-mobility AG is subject to legal restrictions in various jurisdictions. Persons who come into possession of this document are requested to inform themselves about these restrictions. This announcement represents neither an offer to purchase securities nor the solicitation of an offer to sell securities by persons in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such an offer or solicitation would be unlawful.

Shares must not be sold or offered for purchase in the US or to US investors absent a previous registration under the U.S. Securities Act von 1933, as amended, or unless such sale or offer is made pursuant to an applicable exemption from the registration requirements in accordance with the regulations promulgated thereunder. Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. No public offering of securities will take place in the United States of America or any other jurisdiction.

In member states of the European Economic Area ("Relevant Member States"), this document may only be disseminated, and is only addressed, to persons who are "qualified investors" ("Qualified Investors") as defined in Article 2(e) of the Regulation 2017/1129 of the European Union, as amended (the "Prospectus Regulation"). It is assumed that each person in the Relevant Member States who acquires or is offered securities as part of an offering (an "Investor") has represented and agreed that such person is a Qualified Investor; that securities purchased by such person as part of the offering are not being purchased for any person in the European Economic Area other than a Qualified Investor, with respect to whom the Investor may make decisions at its own discretion; and that the securities would not be purchased for offer or re-sale in the European Economic Area, if this would lead to fox e-mobility AG or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation.

In the United Kingdom, this information is directed at and/or for distribution only to (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) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

Insofar as this announcement contains predictions, expectations or statements, assessments, opinions or projections about the future development of fox e-mobility AG ("forward-looking statements"), such forward-looking statements have been made on the basis of current views and assumptions of the management of fox e-mobility AG, which have been founded on management's best knowledge. Forward-looking statements are subject to various assumptions which were made on the basis of current internal plans or external publicly available sources, which have not been independently verified or checked by fox e-mobility AG and may prove to be inappropriate. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which could lead to the revenue, profitability, achievement of set goals and results of operations of fox e-mobility AG, or the success of the e-mobility industry, materially deviating from those expressly or implicitly set forth or described in this announcement. Accordingly, persons who come into possession of this announcement should not rely on such forward-looking statements. fox e-mobility AG assumes no responsibility for, and makes no warranties or representations regarding, such forward-looking statements and will not revise them in light of future results or developments.