Northern Data AG: Resolution on 20% capital increase against cash
contributions secured by backstop agreement

EQS-Ad-hoc: Northern Data AG / Key word(s): Corporate Action/Capital
Increase
Northern Data AG: Resolution on 20% capital increase against cash
contributions secured by backstop agreement

15-Jul-2024 / 08:29 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Disclosure of inside information pursuant to Article 17 of the Regulation
(EU) No 596/2014

NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
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UNLAWFUL

Northern Data AG: Resolution on 20% capital increase against cash
contributions secured by backstop agreement

Frankfurt am Main, 15 July 2024 - Today, the Management Board of Northern
Data AG (ETR: NB2) ("Northern Data Group" or "the Company") has resolved,
with the consent of the Supervisory Board, to increase the Company's share
capital (ISIN DE000A0SMU87) by issuing 10,699,446 new no par-value bearer
shares (the "New Shares"), corresponding to 20% of the existing share
capital, against cash contributions (the "Capital Increase"). The expected
gross proceeds from the Capital Increase of approx. EUR 214 million are
slated to be used to accelerate the growth of the Company's cloud platform
through additional investments in NVIDIA GPUs, and to expand the Company's
physical data center footprint across Europe and the United States.
Management believes that these investments will support the Company's
position as a leader in high-performance computing by building the
much-needed infrastructure required to power generative AI innovation.

To implement the Capital Increase, the Company intends to partially utilize
the existing authorized capital, excluding statutory subscription rights of
shareholders. However, the legitimate interests of all shareholders will
still be preserved: The New Shares will be issued at an issue price of EUR
20.00 per New Share, representing a premium of approx. 1.7% compared to the
volume-weighted average price in Xetra-trading on the last trading day prior
to the announcement of the Capital Increase. Therefore, there will be no
economic dilution of shareholders who do not participate in the Capital
Increase. In addition, the Company will structure the Capital Increase in
two steps to enable all shareholders with a shareholding of 50,000 shares or
more known to the Company (the "Major Shareholders") to participate in the
Capital Increase:

  1. In a first step, only Tether Investments Ltd., the majority shareholder
    of the Company, and an entity indirectly owned by Aroosh Thillainathan,
    CEO (together, the "Investors") will subscribe to a portion of the
    Capital Increase corresponding to their current shareholding (i.e.,
    6,302,178 New Shares).

  2. In a second step, the remaining New Shares will be subscribed for on a
    pro rata basis by those Major Shareholders who decide to participate in
    the Capital Increase and provide the required cooperation, with any
    unallotted shares also to be subscribed for by the Investors.

When approaching the Major Shareholders, the Company will comply with the
relevant exemptions from the obligation to publish a prospectus under the EU
Prospectus Regulation. Minority shareholders who are interested in
maintaining their relative shareholding can acquire shares on the stock
exchange at comparable conditions. The full placement of the New Shares is
secured by a backstop agreement with the Investors, in which they have
agreed to subscribe to any New Shares not allotted to, or subscribed for by,
the Major Shareholders.

Each New Share will have a notional value of EUR 1.00 and full dividend
rights as from 1 January 2023. The New Shares are expected to be issued and
included in the existing listing of the Company's shares on the Open Market
(Freiverkehr) of the Munich Stock Exchange (m:access) during the upcoming
weeks. Following the completion of the Capital Increase, the Company expects
to ask for a renewal of the partially utilized authorizations in the context
of the next general meeting, which is expected to take place in
mid-September.

Important note

This announcement is for compliance with applicable disclosure requirements
only, and does not constitute an offer to sell, or a solicitation to buy or
subscribe to, securities of Northern Data AG. No public offer has been or
will be made and no prospectus will be published in connection with the
transactions referenced in this announcement.

The New Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or with any securities regulatory
authority of any state of the United States of America. The New Shares may
not be offered, sold or delivered, directly or indirectly, in or into the
United States of America or any other jurisdiction where this would be
unlawful.

Investor Relations:

Jens-Philipp Briemle
Head of Investor Relations
An der Welle 3
60322 Frankfurt am Main
E-Mail: jens-philipp.briemle@northerndata.de
Telefon: +49 171 557 6989


End of Inside Information

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   Language:       English
   Company:        Northern Data AG
                   An der Welle 3
                   60322 Frankfurt/Main
                   Germany
   Phone:          +49 69 34 87 52 25
   E-mail:         info@northerndata.de
   Internet:       www.northerndata.de
   ISIN:           DE000A0SMU87
   WKN:            A0SMU8
   Listed:         Regulated Unofficial Market in Berlin, Dusseldorf,
                   Frankfurt, Hamburg, Hanover, Munich (m:access),
                   Stuttgart, Tradegate Exchange
   EQS News ID:    1945703

End of Announcement EQS News Service
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1945703 15-Jul-2024 CET/CEST