ItN Nanovation AG, Saarbrücken ISIN: DE000A0JL461, WKN: A0J L46

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1 ItN Nanovation AG, Saarbrücken ISIN: DE000A0JL461, WKN: A0J L46 Announcement of a subscription offer in accordance with section 186 (5), 2 nd sentence, in combination with section 186 (2) AktG This offer is addressed exclusively at present stockholders of ItN Nanovation AG ( the Company ). The Company s shareholders meeting of 16 June 2015 resolved on agenda point 9 to increase the Company s share capital against cash deposits of EUR 13,520, by up to EUR 2,000, to a total of up to EUR 15,520, by issuing up to 2,000,000 new no-par bearer shares with a pro-rata amount of the share capital of EUR 1.00 per no-par share ( New Shares ). The New Shares are issued at an amount of at least EUR 1.00 per share and at most EUR 2.30 per share. The New Shares are entitled to a share of profit for financial year The Company s shareholders meeting also decided to allow stockholders exercise the statutory subscription right such that the New Shares are subscribed to a bank at the lowest issue price and are taken up subject to the obligation that they be offered to the Company s stockholders at a subscription price of at least EUR 1.00 and at most EUR 2,30 per share and that any surplus proceeds be transferred to the Company, after a suitable commission, costs and outlays are deducted (indirect subscription right). In accordance with the resolution on capital increase, residual amounts and any unsubscribed no-par New Shares can be utilised as instructed by the Management of the Company. Any sale of these shall take place for the optimum financial return, but at least at the subscription price. If the bank does not provide firm underwriting, the optimum financial utilisation may also be below the subscription price. The Management is authorised to specify further details of the capital increase and its execution with the consent of the Supervisory Board. The subscription price per share shall be determined by the Management with the consent of the Supervisory Board taking account of the current market situation, but shall not be less than EUR 1.00 per no-par share. The resolution on increase of share capital shall become void if execution of the capital increase has not been entered in the commercial register of District Court Amtsgericht Saarbrücken by the end of 16 October In line with its authorisation, the Management specified the details of the capital increase with its resolutions of 1 September 2015 and 3 September 2015, with the consent of the supervisory board of the same days, and specifically set the subscription price for New Shares at EUR Execution of the capital increase shall be registered for entry in the commercial register.

2 The Company s stockholders are offered the right to buy the New Shares by way of indirect subscription right pursuant to 186 (5) AktG (German Stock Corporation Act) through quirin bank AG, Berlin, in the period from 8 September 2015 to and including 22 September 2015 for a subscription price of EUR 1.40 per no-par share at the ratio of 6.77:1, i.e. each stockholder is entitled as part of his statutory subscription right to acquire a New Share for every 6.77 of former shares ( Ordinary Subscription ). Each stockholder is entitled to submit a further binding buy order beyond the statutory subscription right without, however, being guaranteed allocation against cash deposit ( Oversubscription ). The Oversubscription is to be exercised within the same period as the Ordinary Subscription. No stockholder has any legal claim to allocation of New Shares in the Oversubscription. If the share quota remaining after the statutory subscription rights have been fulfilled is not sufficient to satisfy all Oversubscription requests, the Company reserves the right, by agreement with quirin bank AG, to refuse offers for the purchase of further shares in part or in full. The allocation of Oversubscription shares shall be undertaken irrespective of the New Shares issued on the basis of statutory subscription rights proportionately to the Oversubscription requests. From the time the subscription period starts, the shares shall be listed ex subscription right. Subscription rights that are not exercised shall elapse on expiry of the subscription period. There shall be no compensation for subscription rights not exercised. If some New Shares are available to the Company due to subscription rights not being exercised or any Oversubscription, the Company reserves the right to offer the non-subscribed New Shares in the context of a private placement to a limited number of stockholders and/or third parties at least at the subscription price ( private placement ). The allocation shall be undertaken by the Management at its free discretion. Underwriting On expiry of the offer, quirin bank AG shall underwrite New Shares in an amount equal to the sum of the subscription rights exercised by the shareholders, including the relevant allocated Oversubscription, and binding buy orders from interested investors arising in the context of the private placement; but a maximum of 2,000,000 New Shares. It will deliver the New Shares to the subscribers / buyers probably on 7 October The offer is subject to the condition precedent of an acquisition agreement being signed between quirin bank AG and the Company and of the execution of the capital increase being entered in the commercial register. This acquisition agreement shall probably be signed on 25 September The entry of notice of executing the capital increase is expected for 5 October Admission of the New Shares for trading under ISIN DE000A0JL461 in the regulated market (General Standard) at the Frankfurt securities exchange is expected to take place on 5 October 2015, after the capital increase is entered in the commercial register and after securitization. In the event of the capital increase, contrary to expectations, not being entered in the commercial register by 5 October :00 noon, the Management reserves the right to set different dates. We hereby announce to our shareholders the following subscription offer of quirin bank AG, Berlin: -2-

3 Shareholders wishing to exercise its subscription right to the New Shares are requested, in order to avoid exclusion, to exercise their subscription right and any Oversubscription requests within the subscription period 8 September 2015 to 22 September 2015 (inclusive in both cases) through their custodian bank at the subscription agent named below during normal business hours by issuing the relevant instruction. The normal commission fees of the custodian bank can be charged for the subscription. Subscription distributor is quirin bank AG, Berlin (Clearstream Account 1255). In accordance with the subscription ratio of 6.77:1, a New Share can be acquired for every 6.77 of old shares at a subscription price of EUR If shareholders fail to exercise their subscription rights by delivering an instruction letter to their custodian bank by 22 September 2015, at depending on the deadline set by the relevant custodian bank the time indicated by the custodian bank (normally 10:00 a.m., CEST), the subscription rights shall elapse. In order to avoid cancellation of their subscription right, shareholders are therefore requested also to note the relevant notifications from their custodian bank(s). There shall be no compensation for any subscription rights not exercised. Subscription rights not exercised shall be written off without value when the subscription period expires. The custodian banks are requested to present all subscription and Oversubscription applications from shareholders collectively to quirin bank AG, Kurfürstendamm 119, Berlin, Fax: (030) , by the end of the subscription period at the latest, and to pay the subscription price of EUR 1.40 per New Share into the following account at quirin bank AG by the end of the subscription period at the latest: Account number: Payee: quirin bank AG Banking code: , quirin bank AG, Berlin IBAN: DE BIC: QUBKDEBBXXX Reference: ItN Nanovation AG KE 2015 Compliance with the deadline shall be decided in each case by the time the subscription applications and the subscription price have been received by the aforementioned payee. The subscription rights (ISIN DE000A1614N7) for the shares held in a collective custody account shall be automatically credited by Clearstream Banking AG to the shareholders security deposit accounts held at their custodian banks according to the situation at 7 September 2015, following close of trading, at a ratio of 1:1. Subscription rights trade Organised trade with subscription rights is not planned and will also not be undertaken by the Company. There can therefore be no purchase or sale of subscription rights through the exchange. Neither the custodian banks not the subscription agent shall broker a purchase or sale of subscription rights. Any subscription rights not exercised shall elapse and shall be written off without value when the subscription period expires. The subscription rights are transferrable. -3-

4 Other important notice The quirin bank AG reserves the right not to conclude the acquisition agreement or, after signing the acquisition agreement, to withdraw from the agreement under certain circumstances. If the acquisition agreement is not signed or in the case of withdrawal before execution of the capital increase is entered in the commercial register, the subscription right shall expire. Neither the Company nor quirin bank AG undertake in such a case any liability for subscription rights that are then of no value. The subscription declaration for the New Shares is non-binding when execution of the capital increase has not been entered in the commercial register by 16 October 2015 at the latest. After the execution of the capital increase has been entered in the commercial register, shareholders that have exercised their subscription rights shall be entitled to acquire the shares in question. Important information on special risks associated with subscription of New Shares When deciding regarding execution of their subscription right, the shareholders must take into account that the Company is currently in a difficult financial position following losses over the past few years. The continued existence of the Company is also not guaranteed after the capital increase. The Company shall require a significant improvement in its commercial and profit situation. This cannot be ensured simply through the planned capital increase. Even after the capital increase has been successfully carried out, the long-term continuation of the Company is not guaranteed. It cannot be ruled out that the Company shall require further a capital in the short or medium term besides this capital increase. The shareholders should also take into account when deciding to subscribe to New Shares that in the event of the Company becoming insolvent they could incur considerable risks of loss, up to the total loss of payments made. It should also be pointed out for reasons of clarification that quirin bank AG shall in the event of the Company becoming insolvent not bear or accept any default or insolvency risk for the payments made. Securitization and delivery of the New Shares The New Shares acquired in the context of the subscription offer and the private placement shall be vested in a global certificate deposited at Clearstream Banking AG as the securities depository. The acquired New Shares shall be provided either to the depository of a bank at Clearstream Banking AG for the account of the investor or the account of a subscriber account at Clearstream Banking Luxembourg, according to the investor s choice. According to the Company s statutes, there can be no claim to individual certification of shares and profit entitlements. The New Shares purchased in the context of the subscription offer and allocated in the context of the private placement shall be delivered probably on 7 October The delivery of the New Shares depends on when execution of the capital increase is entered in the commercial register and could therefore possibly be delayed. Exchange trading with New Shares Application is being made for admission of the New Shares for trading on the Regulated Market (General Standard) at the Frankfurt securities exchange. It is planned to incorporate the New Shares in the quotation of the Company s existing shares under the existing ISIN DE000A0JL461 when this admission has been granted, probably on 7 October

5 Placement of New Shares not taken The New Shares not purchased by shareholders shall be sold by the Company to interested investors in Germany and globally, apart from in the USA, Canada and Japan, by way of a private placement at least at the subscription price. Stabilisation measures and over-allotment (Greenshoe) option quirin bank AG shall not carry out any stabilisation measures in connection with this subscription offer and subsequent private placement. An over-allotment (Greenshoe) option is not part of this capital market transaction. Information for foreign shareholders Acceptance of the offer outside the Federal Republic of Germany may be subject to certain restrictions. Persons wishing to accept the offer outside the Federal Republic of Germany are requested to obtain information regarding restrictions applying outside the Federal Republic of Germany. The New Shares and the corresponding subscription rights are not and shall not be registered either according to the provisions of the United States Securities Act of 1933 or with securities supervisory authorities of the different states of the USA. They shall accordingly be neither publically offered nor sold there or delivered their either directly or indirectly. Securities prospectus No securities prospectus shall be issued for execution of the subscription offer and the admission to the exchange in accordance with section 1 (2), number 4 WpPG, as the Company s shares are already admitted for trading at an organised market and the sales price for all securities offered in the European Economic Area over the past twelve (12) months amounts to less than five (5) million Euro. Shareholders interested in subscribing are therefore recommended to obtain detailed information regarding the Company before making their decision to exercise their subscription right. It is in particular recommended that potential subscribers read the financial reports available on the Company s website ( including the most recent interim reports, as well as to access further information and to consider this when making their decision. Saarbrücken, September 2015 ItN Nanovation AG The Management Board -5-

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