Netfonds : 01.12.2024 - Netfonds AG decides to issue a bond

Publication of inside information pursuant to Art. 17 MAR

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Netfonds AG decides to issue a bond

Hamburg, 01 December 2024 - The Management Board of Netfonds AG ("Company") today resolved, with the approval of the Supervisory Board, to issue a corporate bond with a term of five years ("Bond 2024/2029"). The Company expects to issue bearer, unsubordinated and unsecured bonds with a nominal value of EUR 1,000.00 each maturing on 18 December 2029 and bearing an interest rate within the range of 6.25% to 7.00% p.a. on 18 December 2024. The total nominal amount of the publicly offered bonds is up to EUR 30 million. Both the final total nominal amount of the bonds to be issued and the annual interest rate will be determined on the basis of a bookbuilding process at the end of the offer period, probably on 12 December 2024, and subsequently communicated to the bondholders in a volume and interest rate determination notice. The bonds are to be included in trading on the Quotation Board, a segment of the Open Market (Freiverkehr) on the Frankfurt Stock Exchange. The company plans to use the net issue proceeds from the 2024/2029 bond, among other things, for the planned acquisition of a fund initiator by its subsidiary GSR GmbH and to finance further acquisitions.

The bonds are to be publicly offered to investors by way of a public offering in Luxembourg and Germany via the subscription functionality DirectPlace of Deutsche Börse AG and the company's website. The public offer will be made on the basis of a securities prospectus, which the Commission de Surveillance du Secteur Financier (CSSF), Luxembourg, is expected to approve and notify to Germany on 2 December 2024. The securities prospectus will be published on the company's website at www.netfonds-group.com/emissionen immediately after its approval. In addition, M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft will carry out a private placement of the bonds in selected countries without a prospectus in accordance with the applicable exemption provisions for private placements.

The Offer Period for the Public Offer via the Company's website is expected to commence on 3 December 2024 and end on 12 December 2024 (11:00 a.m. CET; with payments accepted until 12:00 p.m. CET) and the Offer Period for the Public Offer via the subscription functionality is expected to commence on 3 December 2024 and end on 12 December 2024 (1:00 p.m. CET), in each case subject to the

1

prior approval and notification of the securities prospectus by the CSSF and in each case subject to an early closing of the Offer Period.

Important notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). The public offer of Notes will be made solely on the basis of a securities prospectus to be approved by the CSSF and notified to the German Federal Financial Supervisory Authority ("BaFin"). The approval of the securities prospectus by the CSSF is not to be understood as an endorsement of the securities offered. The securities prospectus contains the information for investors required by law. The securities prospectus to be approved by the CSSF will be available free of charge on the website of Netfonds AG ("Company") (www.netfonds-group.com/emissionen) and on the website of the Luxembourg Stock Exchange (www.luxse.lu).

Investors are advised to read the Prospectus carefully before deciding to acquire or dispose of Notes of the Company in order to fully understand the potential risks and rewards of the investment decision and to make an investment decision only on the basis of all available information about the Company after consultation with their own lawyers, tax and/or financial advisors.

A public offer of the securities mentioned in this publication will only take place in Luxembourg and Germany. In particular, there will be neither a public offer nor a solicitation of an offer to purchase securities in the United States of America, Australia, Canada or Japan. Outside Luxembourg and Germany, the offer of the securities referred to in this publication is directed only at persons in member states of the EEA and is intended exclusively for persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("qualified investors").

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities 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 absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register all or

2

any portion of the offering of the Notes in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

_______________________________________________________________________________

Further information on the Netfonds Group and its affiliated subsidiaries can be found at www.netfonds.de.

________________________________________________________________________________

Contact

Netfonds AG

Heidenkampsweg 73

20097 Hamburg

Germany

Investor Relations

Philip Angrabeit

Phone: [phone]

E-mail: [e-mail]

About the Netfonds Group

The Netfonds Group is a leading platform for administration, consulting and regulation for the German financial industry. Under the finfire brand, the company provides its customers and partners with a cloud-based technology platform for the complete processing and administration of business transactions. Netfonds' customers thus benefit from one of the most modern software solutions on the

3

market, which significantly simplifies the advisory process, makes it secure and enables target group-specific advice. The shares of Netfonds AG are listed in the m:access segment of the Munich Stock Exchange and can be traded via XETRA.

4