BayWa AG launches second tranche of capital increase

BayWa AG launches second tranche of capital increase

Munich, 24 October 2025 – With the approval of the Supervisory Board, the Board of Management of BayWa AG decided on 23 October to implement the second tranche of the capital increase, thereby continuing to implement its restructuring plan. In the first tranche of the capital increase, which has already been implemented, the major shareholders Bayerische Raiffeisen-Beteiligungs-Aktiengesellschaft (BRB) and Raiffeisen Agrar Invest AG (RAI) subscribed for new shares worth around EUR 125 million.

The subscription price is EUR 2.79 per new share, and the subscription ratio is 1 to 2, i.e. one existing share entitles the holder to subscribe for two new shares each. BayWa shareholders, with the exception of the anchor shareholders BRB and RAI, can subscribe for up to 27,368,508 new shares. A further 92,070 new shares that were not subscribed for in the first tranche of the capital increase will be offered to the major shareholders. The anchor shareholders have entered into a commitment for the second tranche of the capital increase to enable BayWa AG to generate minimum proceeds in the second tranche of the capital increase of EUR 25 million. Therefore, the total gross proceeds, including the already implemented EUR 125 million, wil amount between EUR 150 million and EUR 201.6 million. The required securities prospectus was approved by the German Federal Financial Supervisory Authority (BaFin) on 24 October 2025. Statutory subscription rights will be granted via Baader Bank Aktiengesellschaft. The subscription period begins on 28 October and ends at the close of business on 10 November 2025. The subscription rights can be traded on the Frankfurt Stock Exchange from 28 October up to and including 5 November 2025. The capital increase is expected to be fully completed in mid-November.

There will be no compensation for any subscription rights not exercised. New shares for which no subscription rights have been exercised during the subscription period may be offered to selected qualified investors in an international private placement or sold in the market following the end of the subscription period, in each case at a price at least equal to the subscription price.

The capital increase is based on BayWa AG's StaRUG plan, which has been confirmed by the restructuring court, and provides for the issue of up to 72,263,446 new shares in total. The securities prospectus is available on the BayWa AG website www.baywa.com under "Capital Increase 2025".

Important note

This announcement is made solely for the purpose of complying with applicable disclosure requirements and does not constitute an offer to sell or a solicitation to buy or subscribe for securities of BayWa AG.

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where its distribution, release or publication is restricted or prohibited. This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities of the company (the securities) in the United States or any other jurisdiction. The distribution of this announcement in certain jurisdictions may be subject to legal restrictions, and persons who come into possession of this announcement should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of the relevant jurisdiction.

The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States unless an exemption from the registration requirements of the Securities Act and applicable state or local securities laws is available, or the offer or sale is made in a transaction not subject to such requirements. There will be no public offering of the securities in the United States.

This announcement is for information purposes only and does not constitute a prospectus within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) (the Prospectus Regulation). The public offering of certain securities in Germany will only take place after publication, by means of and on the basis of the company's prospectus approved by BaFin. Investors should make a decision to subscribe for or purchase the securities referred to in this announcement solely on the basis of the information contained in the prospectus to be published by the company in connection with the offer (together with any amendments or supplements) and should read the prospectus (together with any amendments or supplements) before making an investment decision so that they are fully aware of the potential risks and benefits associated with a decision to invest in the securities.

The prospectus is available on the BaFin website (www.bafin.de), the company's website (https://www.baywa.com/en/investor-relations/capital-increase-2025/) and the website of the European Securities and Markets Authority (https://registers.esma.europa.eu/publication/).

About BayWa AG

BayWa AG is a modern trading company active in the fields of agriculture, heating, mobility, technology and building materials. With its products and services, it helps its customers to feed people well, create living spaces for generations and provide mobility and heating exactly where they are needed. Since 1923, the company has stood for security of supply – especially in rural areas. Today, BayWa AG is based in Munich and has around 400 locations and approximately 8,000 employees. Further information is available at: www.baywa.com/presse.

Further information can be found at www.baywa.com/presse.
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Press contact:

BayWa AG
Arabellastraße 4
81925 Munich

Dr. Frank Herkenhoff

Tel.: +49 89 9222 3680

Email: frank.herkenhoff@baywa.de

Investor Relations:

Josko Radeljic

Tel.: +49 89 9222 3887

Email: josko.radeljic@baywa.de