123fahrschule SE: Capital increase by 92,000 shares against contribution of
a claim

EQS-Ad-hoc: 123fahrschule SE / Key word(s): Corporate Action/Agreement
123fahrschule SE: Capital increase by 92,000 shares against contribution of
a claim

24-May-2024 / 09:25 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.

---------------------------------------------------------------------------

NOT FOR DISTRIBUTION, PUBLICATION OR RETRANSMISSION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA, KANA-DA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RETRANSMISSION
IS UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS PUBLICATION.

Publication of inside information in accordance with Art. 17 of Regulation
(EU) No. 596/2014

  * Capital increase by 92,000 shares against contribution of a claim of
    KlickVentures GmbH against 123fahrschule Holding GmbH in the amount of
    EUR 460,000.00 in connection with the acquisition of FahrerWerk GmbH
    into 123fahrschule SE.

* The calculated issue price is EUR 5.00 per new share to be issued

* Lock-up agreement until 31 December 2025

Cologne/Frankfurt am Main, 24 May 2024 - The Management Board of
123fahrschule SE (ISIN: DE000A2P4HL9; ticker symbol: 123F) today resolved,
with the approval of the company's Supervisory Board, to increase the
company's share capital by EUR 92,000.00 from EUR 4,875,560.00 to EUR
4,967,560.00 by issuing 92,000 shares at a notional issue price of EUR 5.00
per share to be issued in return for a contribution in kind. The object of
the contribution in kind is a claim of KlickVentures GmbH against
123fahrschule Holding GmbH in the amount of EUR 460,000.00. This claim of
KlickVentures GmbH corresponds to 50% of the second variable purchase price
(earn-out) to be paid in accordance with the purchase agreement as part of
the acquisition of FahrerWerk GmbH by 123fahrschule Holding GmbH. The
remaining claim from the variable purchase price in the amount of EUR
460,000.00 is subject to a long-term deferral and amortisation agreement
with KlickVentures GmbH that protects the company's liquidity. KlickVentures
GmbH will conclude a lock-up agreement with the company for the shares to be
issued with a term until 31 December 2025.

The company had entered into the purchase agreement relating to FahrerWerk
GmbH on the part of 123fahrschule Holding GmbH, which already provided for
payment of the purchase price in shares as an option. The first variable
purchase price was also partially settled in shares of 123fahrschule SE in
May 2023. The arithmetical issue price of EUR 5.00 per share to be issued
resulting from the amount of the claim and the number of shares to be issued
was determined after due examination by the Executive Board and the
Supervisory Board's own considerations and, at EUR 5.00. Shareholders'
subscription rights are excluded.

The capital increase is still subject to the entry of the Authorised Capital
2024 resolved by the Annual General Meeting on 16 April 2024 in the
commercial register. The non-cash capital increase is to be implemented
shortly after entry in the commercial register.

Contact:

123fahrschule SE

Your contact person: Boris Polenske

Tel: 0221-177357-60 | ir@123fahrschule.de | www.123fahrschule.de

More information at: www.123fahrschule.de

Important note

This document and the information contained herein are for information
purposes only and do not constitute a prospectus or an offer to sell or a
solicitation of an offer to buy securities of the Company in the United
States of America ("USA") or in any other jurisdiction. This publication may
not be distributed, published or transmitted in the USA, Australia, Canada
or Japan. The securities of the Company may not be offered or sold in the
United States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended (the "Securities Act"). The
securities of the Company have not been and will not be registered under the
Securities Act or the applicable securities laws of Australia, Canada or
Japan.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restrictions. Failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

About 123fahrschule SE

123fahrschule SE (ISIN: DE000A2P4HL9, ticker symbol: 123F) is a digitally
driven driving school chain founded in 2016 under the name 123fahrschule
Holding GmbH with a focus on e-learning. 123fahrschule SE specialises in the
digital expansion of traditional driving licence training in the German
driving school market. The company's core competence lies in the digitally
supported training of private individuals for the driving licence category
in the B segment. With more than 50 locations nationwide, 123fahrschule is
already the largest driving school chain in the B segment and is planning
further expansion to up to 200 locations in the coming years.


End of Inside Information

---------------------------------------------------------------------------

24-May-2024 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

---------------------------------------------------------------------------

   Language:       English
   Company:        123fahrschule SE
                   Klopstockstr. 1
                   50968 Köln
                   Germany
   Phone:          0221-177357-0
   E-mail:         ir@123fahrschule.de
   Internet:       www.123fahrschule.de
   ISIN:           DE000A2P4HL9
   WKN:            A2P4HL
   Listed:         Regulated Unofficial Market in Dusseldorf
   EQS News ID:    1910259

End of Announcement EQS News Service
---------------------------------------------------------------------------

1910259 24-May-2024 CET/CEST