tonies SE: Release according to Article 40, Section 1 of the WpHG (the
German Securities Trading Act) with the objective of Europe-wide distribution

EQS Voting Rights Announcement: tonies SE
tonies SE: Release according to Article 40, Section 1 of the WpHG (the
German Securities Trading Act) with the objective of Europe-wide
distribution

10.07.2024 / 18:00 CET/CEST
Dissemination of a Voting Rights Announcement 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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NOTIFICATION OF MAJOR HOLDINGS

  1.  Identity of the issuer or the underlying issuer of existing shares to
    which voting rights are attachedii:

tonies SE

2. Reason for the notification:

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligationiv:

Name: Alexander Kudlich

4. Full name of shareholder(s)v:

N/A

5. Date on which the threshold was crossed or reachedvi:

2024-07-01

6. Total positions of person(s) subject to the notification obligation:

                    % of voting    % of voting     Total     Total
                      rights     rights through   of both  number of
                    attached to     financial      in %     voting
                      shares       instruments    (7.A +   rights of
                     (total of  (total of 7.B.1 +  7.B)    issuervii
                       7.A)          7.B.2)
  Resulting         3.42         4.36               7.78     126,847,586
  situation on the
  date on which
  threshold was
  crossed or
  reached
  Position of       5.12         4.36               9.48     -
  previous
  notification (if
  applicable)
  7.  Notified details of the resulting situation on the date on which the
    threshold was crossed or reachedviii:

A: Voting rights attached to shares

    Class/type of      Number of  Number of      % of      % of voting
    shares (ISIN code  voting     voting rights  voting    rights
    if possible)       rights     indirectix     rights    indirectix
                       directix                  directix
    Class A Shares     0          4,344,659      0.00      3.42
    (LU2333563281)
    SUBTOTAL A         4,344,659                 3.42
    (Direct &
    Indirect)

B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law

  Type of     Expir-  Exercise/  Number of voting rights that may % of
  financial   ation   Conversion be acquired if the instrument is voting
  instrument  datex    Periodxi        exercised/ converted       rights
  N/A

B.2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law

  Type of       Expirat-  Exercise/Con-  Physical or    Number of  % of
  financial     ion       version        cash           voting     voting
  instrument    datex     Periodxi       settlementxii  rights     rights
  Warrants      2026-05-  See Section    PHYSICAL       5,535,572  4.36
                -04       10
  SUBTOTAL B.2                                         5,535,572  4.36

8. Information in relation to the person subject to the notification
obligation:

Full chain of controlled undertakings through which the voting rights and/or
the financial instruments are effectively held starting with the ultimate
controlling natural person or legal entityxiv:

See Separate organisational chart attached to the present notification.

  N   N-  % of voting rights held % of voting rights through To-   Directly
     a-  by ultimate controlling financial instruments held ta- controlle-
      m-    person or entity or    by ultimate controlling    l   d by (use
      e-   held directly by any    person or entity or held  of   number(s)
      x-  subsidiary if it equals directly by any subsidiary bo-   from 1st
      v    or is higher than the  if it equals or is higher  th     column)
           notifiable threshold      than the notifiable
                                          threshold
  N-
  /-
  A

9. In case of proxy voting:

N/A

10. Additional informationxvi:

The expiration date of the warrants will be the close of trading on the
Frankfurt Stock Exchange on the earliest of (i) the first business day
immediately following the 5th anniversary of the admission date (i.e.
30/04/2021), or

(ii) the date of liquidation of the issuer, or (iii) the redemption date (if
any) of the warrants in accordance with

the terms and conditions of the warrants. Regarding the chain of control,
please note that TEIXL Investments GmbH, an entity wholly owned by Alexander
Kudlich, is a managing limited partner of 468 SPAC Sponsors GmbH & Co. KG
and as such it is empowered to manage and represent individually 468 SPAC
Sponsors GmbH & Co. KG. Regarding the chain of control, please note that
TEIXL Investments GmbH is also a managing limited partner of FLA Invest GmbH
& Co. KG and as such it is empowered to manage and represent individually
FLA Invest GmbH & Co. KG.

Notes

i Please note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the
applicable thresholds or information regarding capital holdings.

ii Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity).

iii Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights
in the cases provided for in Article 9 (b) to (h) of the Transparency Law;
or (c) the holder of financial instruments referred to in Article 12(1) of
the Transparency Law.

As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties,
entering or exiting of acting in concert by a single party) the standard
form does not provide for a specific method how to notify cases of acting in
concert.

In relation to the transactions referred to in points (b) to (h) of Article
9 of the Transparency Law, the following list is provided as indication of
the persons who should be mentioned:

  * in the circumstances foreseen in letter (b) of Article 9 of that Law,
    the natural person or legal entity that acquires the voting rights and
    is entitled to exercise them under the agreement and the natural person
    or legal entity who is transferring temporarily for consideration the
    voting rights;

  * in the circumstances foreseen in letter (c) of Article 9 of that Law,
    the natural person or legal entity holding the collateral, provided the
    person or entity controls the voting rights and declares its intention
    of exercising them, and natural person or legal entity lodging the
    collateral under these conditions;

  * in the circumstances foreseen in letter (d) of Article 9 of that Law,
    the natural person or legal entity who has a life interest in shares if
    that person or entity is entitled to exercise the voting rights attached
    to the shares and the natural person or legal entity who is disposing of
    the voting rights when the life interest is created;

  * in the circumstances foreseen in letter (e) of Article 9 of that Law,
    the controlling natural person or legal entity and, provided it has a
    notification duty at an individual level under Article 8, under letters
    (a) to (d) of Article 9 of that Law or under a combination of any of
    those situations, the controlled undertaking;

  * in the circumstances foreseen in letter (f) of Article 9 of that Law,
    the deposit taker of the shares, if he can exercise the voting rights
    attached to the shares deposited with him at his discretion, and the
    depositor of the shares allowing the deposit taker to exercise the
    voting rights at his discretion;

  * in the circumstances foreseen in letter (g) of Article 9 of that Law,
    the natural person or legal entity that controls the voting rights;

  * in the circumstances foreseen in letter (h) of Article 9 of that Law,
    the proxy holder, if he can exercise the voting rights at his
    discretion, and the shareholder who has given his proxy to the proxy
    holder allowing the latter to exercise the voting rights at his
    discretion (e.g. management companies).

v Applicable in the cases provided for in Article 9 (b) to (h) of the
Transparency Law. This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to in Article 9
of that Law unless the percentage of voting rights held by the shareholder
is lower than the 5% threshold for the disclosure of voting rights holdings
(e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered
the notification obligation. For passive crossings, the date when the
corporate event took effect.

vii The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights
are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the 5% threshold, please note that it
is not necessary to disclose the extent of the holding, only that the new
holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached
'direct holding' and voting rights 'indirect holding', please split the
voting rights number and percentage into the direct and indirect columns -
if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.

xi If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from (date).

xii In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Article 12(2) of the
Transparency Law).

xiii If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.

xiv The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity also has to be presented in the
cases in which only on subsidiary level a threshold is crossed or reached
and the subsidiary undertaking discloses the notification as only then the
market always gets the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain leaving
a row free between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.). Numbers shall be attributed to all persons or entities
within the group in column 1 in order to allow a clear indication of the
control structure in column 6. The names of all undertakings of the control
chain shall be provided in column 2, even if the number of the directly held
voting rights and/or financial instruments is not equal or higher than the
notifiable threshold. Columns 3 & 4 shall indicate the holdings of those
persons or entities directly holding the voting rights and/or financial
instruments if the holding is equal or higher than the notifiable threshold.

xv The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.

xvi Example: Correction of a previous notification.

Attachment to

8. (Full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity)

  N-  Name   % of voting rights held   % of voting rights through  To-  Dir-
  o-         by ultimate controlling   financial instruments held  ta-  ect-
  .          person or entity or held  by ultimate controlling     l    ly
             directly by any           person or entity or held    of   con-
             subsidiary if it equals   directly by any subsidiary  bo-  tro-
             or is higher than the     if it equals or is higher   th   lle-
             notifiable threshold      than the notifiable              d
                                       threshold                        by
  1   Alex-  -                         -                           -    -
      ande-
      r
      Kudl-
      ich
  2   TEIX-  -                         -                           -    1
      L
      Inve-
      stme-
      nts
      GmbH
  3   468    -                         -                           -    2
      SPAC
      Spon-
      sors
      GmbH
      &
      Co.
      KG

  1   Alex-  -                         -                           -    -
      ande-
      r
      Kudl-
      ich
  2   TEIX-  -                         -                           -    1
      L
      Inve-
      stme-
      nts
      GmbH
  4   FLA    -                         -                           -    2
      Inve-
      st
      GmbH
      &
      Co.
      KG

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10.07.2024 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

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   Language:    English
   Company:     tonies SE
                9 rue de Bitbourg
                1273 Luxembourg
                Germany

End of News EQS News Service
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1943529 10.07.2024 CET/CEST