EQS News: SV Werder Bremen GmbH & Co KG aA resolves to issue a new bond and conduct an exchange offer for the 2021/26 bond

EQS-News: SV Werder Bremen GmbH & Co KG aA / Key word(s): Bond Issue SV Werder Bremen GmbH & Co KG aA resolves to issue a new bond and conduct an exchange offer for the 2021/26 bond 29.04.2025 / 08:20 CET/CESTThe issuer is solely responsible for the content of this announcement.

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, AND JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR IN WHICH THE OFFER OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. OTHER RESTRICTIONS APPLY. SEE THE IMPORTANT INFORMATION AT THE END OF THIS PUBLICATION.

SV Werder Bremen GmbH & Co KG aA resolves to issue a new bond and to conduct an exchange offer for the 2021/26 bond

• Coupon from 5.75 to 6.25%, subscription from 1,000 euros
• Attractive exchange offer for holders of the existing bond
• Objectives: Refinancing and securing infrastructure and growth projects
• Filbry: Werder loan "is a success story"

Bremen, April 29, 2025. The management of SV Werder Bremen GmbH & Co KG aA, with the approval of the Supervisory Board, has resolved to issue a new 2025/2030 corporate bond. It is aimed at private and institutional investors and has a target volume of €20 million with a term until 2030. The bond will carry an interest rate (coupon) of between 5.75% and 6.25% for a denomination of €1,000. The final interest rate and the total nominal amount of the bond are to be determined and published no later than after the end of the offer period on May 22, 2025. In addition to refinancing the first Werder Bremen bond in 2021/2026, the bond will also serve to secure important infrastructure projects in the Pauliner Marsch region. It is also intended to enable investments in growth areas such as women's football, digitalization, and artificial intelligence. The new bond is to be issued primarily through a public offering in Luxembourg and Germany and will be supported by Bankhaus Metzler as Sole Global Coordinator and Sole Bookrunner.

The offer is directed at holders of bonds from the first 2021/2026 bond issue and new investors. Subscriptions for bonds in the public offering can be made from May 2 to May 22, 2025, at 12:00 p.m. (CEST) – subject to early closure of the offering period. Subscriptions are possible until May 20, 2025, at 12:00 p.m. (CEST) via Werder Bremen's website or via Deutsche Börse AG's "DirectPlace" subscription functionality through the custodian banks until May 22, 2025, at 12:00 p.m. (CEST).

"The first Werder Bremen bond is a success story. It is the most successful of any sports club in Germany," says Klaus Filbry, CEO of Werder Bremen. "We are particularly proud of it because we issued it in 2021 under difficult conditions. Since then, the club has developed positively in every respect. With the new bond, we want to make another important contribution to shaping our green and white future. I am convinced that this will once again provide tangible impetus while simultaneously preserving the necessary freedom of action in our core business of men's professional football." Holders of the existing 2021/2026 bond (ISIN: DE000A3H3KP5) can register their holdings for exchange into new bonds as part of an exchange offer until May 19, 2025, 6:00 p.m. (CEST). Holders of the existing bond will receive a 2025/2030 bond (ISIN: DE000A4DFGZ7) with the same nominal value plus a cash settlement of €10.00 and pro rata accrued interest for each exchanged old bond with a nominal value of €1,000.00 each. Holders of the existing 2021/2026 bond can also subscribe for additional new bonds under a multiple purchase option. Furthermore, the company intends to offer the bonds to institutional investors in Germany and selected European countries in a private placement with Bankhaus Metzler as sole bookrunner.

The public offering will be made on the basis of a securities prospectus, which the Luxembourg financial supervisory authority CSSF (Commission de Surveillance du Secteur Financier - "CSSF") is expected to approve today, April 29, 2025. The securities prospectus will be published immediately after its approval on Werder Bremen's website at https://werder.de/Anleihe2025 .

Contact Press

Christoph Pieper

[email protected]

SV Werder Bremen GmbH & Co KG aAFranz-Böhmert-Straße 1c28205 Bremen

Important information: This publication constitutes neither an offer to sell nor a solicitation of an offer to buy or subscribe for securities in any jurisdiction, nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). The public offering of bonds will be made exclusively on the basis of a securities prospectus to be approved by the CSSF and notified to the German Federal Financial Supervisory Authority (BaFin). The approval of the securities prospectus by the CSSF does not constitute an endorsement of the securities offered. The securities prospectus contains the information required by law for investors. After its approval by the CSSF, the securities prospectus will be available free of charge on the website of SV Werder Bremen GmbH & Co KG aA ("Company") ( https://werder.de/Anleihe2025 ) and on the website of the Luxembourg Stock Exchange (https://www.luxse.com/). Investors are advised to read the securities prospectus carefully before deciding to purchase or sell the Company's bonds in order to fully understand the potential risks and opportunities of the investment decision and to make an investment decision only by considering all available information about the Company and after consulting their own legal, tax and/or financial advisors.

A public offering of the securities mentioned in this publication will only take place in Luxembourg and Germany. In particular, there will be no public offering or solicitation of an offer to purchase securities in the United States of America, Australia, Canada, or Japan. Outside Luxembourg and Germany, the offering of the securities mentioned in this publication is directed only at, and intended exclusively for, persons in EEA member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("qualified investors"). This publication is not intended for distribution or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any state or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to buy or subscribe for securities in the United States of America. The securities have not been and will not be registered in this offering under the United States Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold within the United States of America or to, or for the account or benefit of, a US person (as defined in Regulation S under the US Securities Act). This publication may only be distributed in the United Kingdom to and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation, as the Regulation forms part of national law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be made or conveyed (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act on or rely on this publication. Any investment or investment activity in securities of the Company in the United Kingdom is available only to Relevant Persons and will only be engaged in with Relevant Persons. This publication may contain forward-looking statements. Forward-looking statements are all statements that do not relate to historical facts or events. This applies in particular to statements about the Issuer's intentions, beliefs or current expectations with respect to its future financial performance, plans, liquidity, prospects, growth, strategy and profitability, as well as the economic conditions to which the Issuer is exposed. The forward-looking statements are based on current estimates and assumptions made by the Issuer to the best of its knowledge. However, such forward-looking statements are subject to risks and uncertainties because they relate to future events and are based on assumptions that may not occur in the future. The Issuer undertakes no obligation to update or revise any forward-looking statements contained in this announcement to reflect events or circumstances occurring after the date of this announcement, unless such statements constitute inside information subject to disclosure requirements.

April 29, 2025 CET/CEST Publication of a Corporate News/Financial News, transmitted by EQS News - a service of the EQS Group. The issuer is solely responsible for the content of this announcement. EQS Distribution Services include regulatory announcements, corporate/financial news and press releases. Media archive at https://eqs-news.com