BRAIN AG sets IPO price range

The final offer price will be determined based on a bookbuilding pro-cess. Trading of the BRAIN AG shares under the ticker symbol BNN and the ISIN DE0005203947 / WKN 520394 is set to begin on the regulated market (Prime Standard segment) of the Frankfurt Stock Exchange on 9 February 2016.

The offer will consist of initial public offerings in Germany and Austria as well as private placements in certain jurisdictions outside of these countries and outside the United States of America. No less than 10 per cent of the offer shares are reserved for and will be allocated to retail investors. Starting on January 21, the offered BRAIN shares can be subscribed via the XETRA subscription functionality of the Frankfurt Stock Exchange, which can be accessed over the interested retail investor’s depositary / online bank. Selected retail investors (BRAIN employees and MIG fund investors as well as GC Global Chance Fund investors and GA Asset Fund investors) are given the opportunity to subscribe offer shares directly via a subscription portal on the Company’s website (www.brain-biotech.de/en/investor-relations/subscription).

“As a representative of the new ‘bioeconomy’ industry, we are addressing aspects of high social relevance”, said Dr Juergen Eck, CEO of BRAIN AG. “Thanks to our solutions and products, industrial processes can become more resourceefficient, more energy-efficient and more sustainable. Products can be made healthier and more natural. Following our IPO, we will be able to accelerate such product developments while unlocking further growth potential. The Frankfurt Stock Exchange, which by the way allows us to include retail investors into the IPO, gives us the optimal platform to list on.”

The offer will comprise of 3,500,000 newly issued shares from a capital increase and up to 525,000 shares in connection with a potential over-allotment. This is provided from the holdings of the longstanding and main shareholder MP Beteiligungs-GmbH. If all offered shares, including the possible over-allotment, are placed, BRAIN AG will have a free float of 24.5 per cent of the Company’s share capitalpost IPO. Depending on the final offer price, and assuming complete placement of all offer shares, the offer volume will be between 31.5 million and 42.0 million Euros excluding the possible over-allotment (i.e. proceeds received by the Company), or between 36.2 million and 48.3 million Euros including the possible over-allotment.

BRAIN AG intends to use the proceeds from the IPO primarily to fund the development of new products (enzymes, performance microorganisms and bioactive compounds) and to enhance the marketing of its own product pipeline. Some portion may also be dedicated to finance further acquisitions, amongst other possible uses.

Detailed information on the IPO is contained in the BRAIN securities prospectus, which has been approved by the German Federal Financial Supervisory Authority (BaFin) today. It is now available, inter alia, on the Company’s website at www.brain-biotech.de/en/investor-relations/IPO.

ODDO SEYDLER Bank AG is acting as Sole Global Coordinator and Bookrunner in the transaction. Blaettchen Financial Advisory GmbH is supporting the Company as IPO consultant.

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Disclaimer

This document and the information contained herein are for information purposes only. This press release does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for securities. A public offer in the Federal Republic of Germany and in the Republic of Austria will be made exclusively by means of and on the basis of an English-language prospectus together with a German-language translation of the summary. The prospectus will be published on the website of the Company and will be also available in printed form free of charge from the Company (Fax +49-6251-9331-11) and from ODDO SEYDLER BANK AG (Fax +49-69-920-54902). This press release does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for securities in or into the United States of America, Australia, Canada or Japan or to other jurisdictions in which publication, release or distribution would be unlawful. Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”). Such securities may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. Neither BRAIN AG nor any of its shareholders intends to register the securities referred to in this press release in the United States. The securities referred to in this press release have not been, and will not be, registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offering of securities in the United States or anywhere outside of the Federal Republic of Germany and the Republic of Austria. This press release does not constitute an offer document or an offer of transferable securities to the public in the United Kingdom to which Section 85 of the U.K. Financial Services and Markets Act 2000 applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the transaction. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, unincorporated associations and other persons or entities falling within Section 49 (2), (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This press release or its contents must not be acted or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. This release (or parts thereof) may not be published, reproduced, distributed or made available to third parties in any other way without the prior consent of BRAIN AG. This press release contains forward-looking statements. These statements reflect the current views, expectations, and assumptions of the management of BRAIN AG and are based on information currently available to the management. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. There are numerous factors which could influence the future performance by and future developments at BRAIN AG and the BRAIN group of companies. Such factors include, but are not limited to, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, and other factors. BRAIN AG does not undertake any obligation to update or revise any forward-looking statements.