EQS-Adhoc: Rubean AG resolves capital increase with subscription rights from au-thorised capital

Rubean AG resolves capital increase with subscription rights from authorised capital

•  Subscription ratio 11:2, issue price 7.00 Euro per new share

Munich, 12 May 2023 - The Management Board of Rubean AG, Munich (ISIN: DE0005120802, WKN: 512080), today resolved, with the consent of the Supervisory Board, to increase the share capital of the Company by up to EUR 2. 717,500.00 by up to EUR 532,750.00 to up to EUR 3,250,250.00 by issuing up to 532,750 new no-par value bearer shares ("New Shares") against cash contributions with shareholders' subscription rights. The New Shares shall carry dividend rights from 1 January 2022. The subscription price per New Share was set at EUR 7.00 ("Subscription Price").

The New Shares shall be offered to the shareholders of the Company within the scope of an indirect subscription right at a subscription ratio of 11:2 (i.e. 11 old shares entitle to subscribe to two New Shares) at the Subscription Price (indirect subscription right). The subscription period is expected to start on 25 May 2023 and to run until 7 June 2023 (both dates inclusive).

The subscription offer will be made without a prospectus pursuant to section 3 no. 2 of the German Securities Prospectus Act ("WpPG"). A securities information sheet prepared pursuant to section 4 WpPG is expected to be published on 23 May 2023. Trading in subscription rights on the stock exchange is not planned. New Shares not subscribed for by the shareholders on the basis of the subscription right within the subscription period may be offered for purchase by the Executive Board to selected investors at the subscription price, also in parallel with the subscription offer, within the framework of a private placement (non-public offer).

The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on 24 May 2023 and will be technical supported by Bankhaus Gebr. Martin AG, Göppingen.

The company intends to use 100 percent of the proceeds from the capital increase for the further development of the Phone POS solution and the expansion of sales to additional international markets.

 About Rubean:

Rubean AG is a leading provider of pure software point-of-sale solutions for banks, acquirers and merchants. Over its long history, Rubean has developed innovative software for the payments, finance and banking industries. This includes the mobile POS solution Phone-POS, which enables merchants to receive card payments directly on their smart phones without the need for another device. This solution is now being used by payment service providers, major banks, retailers and smaller merchants across Europe, now that the pilot phase for the product launch has largely been completed. In addition to its headquarters in Munich, Rubean has several locations in Germany and Europe. Rubean is listed on m:access as well as on most over-the-counter markets and XETRA.

Important notice: This publication constitutes neither an offer to sell nor a solicitation to buy securities. Neither this publication nor its contents may be relied upon in connection with any offer in any jurisdiction. An offer will be made exclusively on the basis of a securities information sheet to be published in Germany. The securities information sheet is expected to be available free of charge on the Company's website at https://rubean.com/investor-relations/ on 23 May 2023.

This announcement is for information purposes only and does not constitute an offer to buy, sell, exchange or transfer securities or the solicitation of an offer to buy securities of Rubean AG in the United States of America or any other jurisdiction. The securities of Rubean AG referred to herein have not been and will not be 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 except pursuant to an exemption from the registration requirements of the Securities Act. Neither Rubean AG nor any other party to the transaction described herein intends to register any securities described herein under the Securities Act or with any securities commission of any state or other jurisdiction in the United States in connection with this announcement. The securities may not be offered in any jurisdiction under circumstances that would require the filing or registration in that jurisdiction of a prospectus or offering materials relating to the securities.

If you have any queries, please contact:

 Bernd M. Krohn     

Rubean AG     

Kistlerhofstr. 168, D-81379 München 

+49 89 357560    

Bernd.M.Krohn@rubean.com

german communications AG

Jörg Bretschneider

Milchstraße 6 B, D-20148 Hamburg

+49 40/46 88 33 0

presse@german-communications.com 

1637371  19-May-2023 CET/CEST