• Capital measure to finance a regulated MTF trading venue with settlement infrastructure and targeted acquisitions
• Rights offering with two subscription options for shareholders – with and without lock-up commitments
• Commencement of trading on the m:access segment of the Munich Stock Exchange planned

The Management Board of FINEXITY AG, with the approval of the Supervisory Board, today resolved to carry out a capital increase by way of a rights offering. The new registered no-par value shares, each with a notional value of EUR 1.00, will be issued at a subscription ratio of 11:1 and divided into two tranches. Shareholders are entitled to subscribe for up to 100,000 new dividend-bearing shares during the subscription period from 12 August 2025 to 26 August 2025.

The subscription price for the first tranche (“Capital Increase 1”) of up to 100,000 new shares is EUR 42.50. These shares will be freely tradable. The subscription price for the second tranche (“Capital Increase 2”) of up to 100,000 new shares is EUR 29.50, with subscribers committing not to sell or transfer the subscribed shares, either directly or indirectly, on or off-exchange until 30 August 2027 ("lock-up").

An oversubscription option will be granted to shareholders. Any unsubscribed shares will primarily be offered to investors in Germany and certain other jurisdictions outside of the Federal Republic of Germany as part of a private placement.

The second tranche, subject to lock-up, is offered at a significant discount to market value and is aimed at long-term oriented investors. Ahead of the planned listing, the Management Board members and its controlled entities have already committed to a lock-up period of 30 months. Strategic investors, business angels, and venture capital firms have also committed to a 24-month lock-up for the majority of their shares.

These commitments reflect the strong confidence and long-term engagement of all stakeholders in the company’s future and are intended to support price stability following the listing.

This capital measure represents the final financing round ahead of FINEXITY’s planned stock market listing. The proceeds will be used to fund the build-out of a proprietary regulated DLT-based multilateral trading and settlement facility, aimed at registration as a DLT Trading and Settlement System (DLT-TSS), the acquisition of a regulated investment firm based in Germany, and for general corporate growth. FINEXITY AG is currently in advanced negotiations to acquire the investment firm at a purchase price in the low single-digit million-euro range.

“With this capital increase, we are offering our shareholders the opportunity to participate in the next phase of FINEXITY’s growth,” says Paul Huelsmann, CEO of FINEXITY Group and Managing Director Capital Markets.

He continues: “The additional capital enables us to accelerate the implementation and market penetration of our exchange solutions. In line with our inorganic growth strategy, we also plan selective acquisitions. At the same time, the capital increase allows us to expand our capital markets offering – including a broader product suite with increased focus on fund structures and the expansion of our distribution footprint in Switzerland and the United Arab Emirates.”

FINEXITY believes it is well-positioned to benefit from the growing global demand for digital investment products and to open up new markets.

Important Notice:

This press release and the information contained herein do not constitute or form part of an offer to sell or a solicitation of an offer to buy or subscribe for any securities of FINEXITY AG in Germany or any other jurisdiction, and should not be construed as such. In particular, this information is not intended for publication or distribution in jurisdictions where such an offer or solicitation would be prohibited or not authorized. Potential investors are advised to inform themselves about and comply with any such restrictions. The offering is limited to fewer than 150 shareholders and, in addition, a private placement to a select group of qualified investors.

This announcement does not constitute a public offering or a solicitation of a public offering of securities, particularly within the meaning of Regulation (EU) 2017/1129 (Prospectus Regulation).

About FINEXITY AG

FINEXITY operates in the digital assets space with offices in Germany, Switzerland, Liechtenstein, and the United Arab Emirates. Through its proprietary OTC platform infrastructure, FINEXITY connects over 50 issuers of tokenized private market investments with six trading partners and more than 14,000 registered investors.

The platform enables access to a wide range of Private Market asset classes – including private equity, private credit, real estate, infrastructure, renewable energy, and collectibles. Trading partners include independent financial advisors, wealth managers, as well as German Sparkassen and Volksbanken.

This infrastructure is complemented by an in-house capital markets team that supports issuers with efficient structuring and investment brokerage services targeting both retail and professional investors. Combining exchange infrastructure and capital markets expertise, FINEXITY provides the full value chain of tokenized securities – from structuring and tokenization to placement, OTC trading, and settlement.

Over the past few years, the group has raised more than EUR 25 million in growth capital from business angels, strategic investors, and venture capital firms.