Northern Data AG entered into an investment agreement to acquire 70% stake in Damoon Designated Activity Company for approximately ?400 million on July 11, 2023. As consideration for the acquisition, Northern Data AG will issue 10,478,826 new shares from the existing authorized capital in a capital increase against contribution in kind as well as a mandatory convertible bond with a principal amount of approx. ?87 million, which will be convertible into up to 4,763,051 shares from the existing conditional capital. In addition, Northern Data has an option to acquire the outstanding shares in Damoon not held by it after the execution of the above mentioned capital measures for either cash or the issuance of further new shares. The total volume of the transaction amounts to approx. ?400 million. The New Shares will be issued at a discount of approx. 4% to the volume-weighted average price of the Company?s shares in XETRA trading on the Frankfurt Stock Exchange over the last 45 trading days. The transaction is subject to regulatory approval and received all the clearances. The Company expects the Capital Measures resolved today to be completed before the end of the third quarter and no later than in the fourth quarter of 2023.

Florian Drinhausen, Tobias Krug and Astrid Keinath of Ashurst LLP, and Stephan Aubel of Gleiss Lutz jointly acted as legal advisor to Northern Data AG. In-house advice was provided by Group Chief Legal and Compliance Officer Jim Black and Deputy General Counsel Europe Martin Rinscheid.