BigRep SE: BigRep enters into a reorganization agreement and resolves capital increase as part of a measure bundle

Luxembourg (pta017/30.05.2025/15:06 UTC+2)

Disclosure of an inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 (MAR)

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

BigRep enters into a reorganization agreement and resolves capital increase as part of a measure bundle to secure liquidity

Luxembourg/Berlin, 30 May 2025 – Today, the Management Board of BigRep SE (ISIN: LU2859870326) ("Company") resolved, with consent of the Company's Supervisory Board, to enter into a legally binding agreement with the Company's major shareholders for the sustainable financial restructuring of the Company ("Reorganization Agreement").

Based on the restructuring concept set out in the Reorganization Agreement ("Restructuring Concept"), a cash capital increase with the exclusion of subscription rights in a volume of EUR 3.2 million will be carried out ("Capital Increase"). Two major shareholders, de Krassny GmbH and HAGE Holding GmbH, (together, "Participating Shareholders") have undertaken to make corresponding cash contributions to the Company in exchange for 4,571,428 new Class A Shares as part of the Capital Increase.

The implementation of the Capital Increase is subject to obtaining an exemption by the Luxembourg Financial Supervisory Authority (Commission de Surveillance du Secteur Financier (CSSF)) from the obligation to publish a mandatory offer. If the exemption is not granted, the Participating Shareholders have agreed to provide the necessary liquidity by other means. The Capital Increase is expected to be consummated by September 2025 at the latest.

Within the context of the Capital Increase, BASF Venture Capital GmbH, Koehler Invest GmbH, and HAGE Holding GmbH will also prolong their currently existing shareholder loans until 31 December 2027 and agree to either contribute or transfer their repayment claims from such loans to the Company, allowing for their conversion into equity in exchange for up to 1,269,582 new Class A Shares or other uses to relieve the Company's balance sheet at their maturity at the latest. In addition, Koehler Invest GmbH will repay the repayment amount for a shareholder loan of EUR 1,800,000 repaid in 2024 to the Company to provide further liquidity.

The Company welcomes the implementation of Capital Increase to secure its future viability and considers the conclusion of the Reorganization Agreement to be in the Company's best interest. This injection of liquidity will enable the Company to successfully advance its transformation into a fully integrated group following the merger with HAGE3D. The path to becoming a global FDM provider with industrial printers in all relevant temperature segments will therefore be consistently pursued.

Contact:
Claudius Krause
BigRep SE
9, rue de Bitbourg
L-1273 Luxembourg
Grand Duchy of Luxembourg
bigrep@cometis.de

Important Notice

This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. It does not constitute an offer or solicitation of an offer to purchase or subscribe for any securities of the Company ("Securities") in the United States of America ("United States" or "U.S."), Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful.

This publication does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of these securities in the United States.

Certain statements contained in this publication may constitute "forward-looking statements". These forward-looking statements are based on management's current views, expectations, assumptions and information. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility for the accuracy of the opinions contained in this communication or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this publication.

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Emitter:	BigRep SE 9, rue de Bitbourg 1273 Luxembourg Luxembourg
Contact Person:	Claudius Krause
Phone:	+49 611 205855 -28
E-Mail:	bigrep@cometis.de
Website:	www.bigrep.com
ISIN(s):	LU2859870326 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Munich, Stuttgart