The Grounds begins to implement the capital measures resolved at the Ordinary General Meeting on 19 September 2024

• The subscription offer for the capital increase against cash contributions of up to EUR 53,416,548.00 has been published.
• The subscription period for the up to 53,416,548 new shares runs from 29 November to 12 December 2024; the subscription price is EUR 1.00 per share, and the subscription right is 1:6.
• The capital reduction at a ratio of 2:1 to EUR 8,902,758.00, which was also resolved, is expected to be implemented during or after the subscription period, with details to follow.

Berlin, 27 November 2024 –The Grounds Real Estate Development AG (The Grounds / ISIN: DE000A2GSVV5) is starting to implement the capital measures resolved at the Ordinary General Meeting on 19 September 2024. The subscription offer for the capital increase against cash contributions with subscription rights for shareholders of up to EUR 53,416,548.00 was published today (in the German Federal Gazette and at https://www.thegroundsag.com/en/investor-relation/capital-increase-2024/). The subscription period for the up to 53,416,548 new shares runs from 29 November 2024 (0:00 hrs.) to 12 December 2024 (24 hrs.); the subscription price is EUR 1.00 per share. The subscription right is 1:6, meaning that one existing share is an entitlement to subscribe to six new shares (after capital reduction; before the capital reduction, a subscription ratio of 2:6 is technically applied to the old shares). The new shares are entitled to dividends from 1 January 2024.

A company belonging to a fund managed by H.I.G. Capital had already committed itself in advance, as part of a preliminary subscription contract – after fulfilment of certain agreed conditions precedent – to subscribe for 40,000,000 new shares as part of the capital increase. Part of these conditions still need to be met.

The capital reduction at a ratio of 2:1 is expected to become effective during the subscription period, together with the pending entry in the Commercial Register. As a result of this, the company’s share capital of currently EUR 17,805,517.00, divided into 17,805,517 registered ordinary shares with no par value and with a notional share in the share capital of EUR 1.00 each, will be reduced to EUR 8,902,758.00, divided into 8,902,758 registered ordinary shares with no par value and with a notional interest in the share capital of EUR 1.00 each (ISIN: DE000A40KXL9 / WKN: A40KXL). The Grounds will inform shareholders separately about the details of the capital reduction as soon as the time schedule has been finalised.

This communication is ADVERTISING. A public offer is being made exclusively in Germany through and on the basis of the published prospectus, which has been approved by the German Federal Financial Services Supervisory Authority (“BaFin”). However, approval of the prospectus by the BaFin should not be construed as an endorsement of the securities offered. The prospectus is available free of charge at https://www.thegroundsag.com/en/investor-relation/capital-increase-2024/ in the Investor Relations area. An investment decision regarding the publicly offered securities should only be made on the basis of the prospectus. Potential investors should purchase securities exclusively based on the prospectus and should read the prospectus before making an investment decision, in order to fully understand the potential risks and chances associated with the decision to invest in the securities. It is not permissible for this announcement to be published, distributed or disseminated in the United States of America, Australia, Canada, Japan or in any other jurisdiction in which publication, distribution or dissemination would be unlawful. No offering of securities of the Company will take place in the United States or in any other jurisdiction outside Germany. The securities have not been and will not be registered under the U.S. Securities Act of 1933, in its respectively valid version. It is not permissible for the securities to be offered or sold in the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada or Japan.

Company contact:
The Grounds Real Estate Development AG
Jacopo Mingazzini, Management Board
Charlottenstrasse 79-80, 10117 Berlin, Germany
Tel.: +49 (0) 30 2021 6866
Fax: +49 (0) 30 2021 6849
E-mail: info@tgd.ag
Web: www.thegroundsag.com

Investor Relations:
UBJ. GmbH
Ingo Janssen, Managing Director
Haus der Wirtschaft, Kapstadtring 10
22297 Hamburg, Germany
Tel.: +49 (0) 40 6378 5410
E-mail: ir@ubj.de
Web: www.ubj.de

 Press contact:
RUECKERCONSULT GmbH
Peter Dietze-Felberg
Wallstrasse 16
10179 Berlin, Germany
Tel.: +49 (0) 30 284 49 87 62
E-mail: dietze@rueckerconsult.de
Web: www.rueckerconsult.de

About The Grounds
The Grounds Group implements residential projects in German metropolitan regions. The Grounds Group also holds a steadily growing residential portfolio in its fixed assets. The Grounds Real Estate Development AG is listed in the upper free market segment of Düsseldorf Stock Exchange’s primary market (ISIN: DE000A2GSVV5), and has its headquarters in Berlin.