Ad hoc: tonies SE to issue convertible bonds

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AD-HOC RELEASE

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation – MAR).

tonies SE to issue convertible bonds

Luxembourg, June 28, 2022 – tonies SE (“tonies” or the “Company”, ISIN: LU2333563281, Frankfurt Stock Exchange: TNIE) decided to issue convertible bonds with an aggregate principal amount of €10 million, with two €10 million upsize options.

Today, the management board of tonies, with approval of the supervisory board, resolved to issue unsecured convertible bonds with an aggregate principal amount of €10 million, maturing in July 2027 (the “Convertible Bonds”). The Convertible Bonds will be convertible into newly issued or existing registered class A shares in dematerialized form without nominal value of the Company. The Convertible Bonds will be issued to one investor. Shareholders’ subscription rights have been excluded. The Company will initially issue Convertible Bonds with an aggregate principal amount of €10 million but has two €10 million upsize options.

The Convertible Bonds will be issued at 100% of their nominal value with a denomination of €100,000 each and – unless previously converted, repurchased or redeemed – will be redeemed at par at maturity. The Convertible Bonds have an annual interest rate of 5.00%, payable annually, and a conversion premium of 25.0% above the volume weighted average price of the tonies class A shares on XETRA during the five trading days period that ended on June 23, 2022.

The Company is entitled to redeem all, but not some, of the Convertible Bonds prior to maturity at 110% of their nominal value plus accrued interest at the earliest on the second anniversary of the issuance day.

The Company intends to use the proceeds from the issue of the Convertible Bonds to support the further growth of the Company and to strengthen its financial flexibility in unprecedented market environments.

Contact: Dr. Philipp Storm Group General Counsel & Chief Compliance Officer

Important Notice

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of tonies SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of tonies SE (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of tonies SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.