Press Release

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, NEITHER IN WHOLE NOR IN PART, TO, WITHIN OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH COUNTRY.

Neon Equity AG: Upcoming stock exchange debut and public offering

Frankfurt am Main, 9 January 2023 – Neon Equity AG ("NEON", ISIN DE000A3DW408) (formerly: TO-Holding GmbH) is about to make its stock exchange debut on the Open Market of the Düsseldorf Stock Exchange in the Primary Market trading segment. On 13 January 2023, all 40,050,100 existing registered ordinary shares without nominal value (no-par value shares) of NEON are to be included in the Open Market of the Düsseldorf Stock Exchange. Subsequently, the NEON shares are to be listed and tradable on XETRA, the electronic trading platform of Deutsche Börse AG; in this connection, it is also planned to include the NEON shares in the Open Market segment Quotation Board of the Frankfurt Stock Exchange.

On the occasion of the stock market debut, the main shareholder of NEON, TO Holding 1 GmbH, will publicly offer up to 10,000 NEON shares from its portfolio. The public offering will be transacted via the stock exchange and will take place exclusively in the Federal Republic of Germany. Buy orders from interested parties may be placed via any bank admitted to the Düsseldorf Stock Exchange. The public offering will be made exclusively on the day of the initial listing; the offer period is, therefore, expected to begin on 13 January 2023 at 8:00 a.m. (CET) and will end on the same day at 10:00 p.m. (CET).

The concrete buy price for the shares made available in the public offering has not yet been determined because the offer is being made via the stock exchange. In the event of an acquisition of shares via a stock exchange, the offering price corresponds to the respective stock exchange price within the meaning of § 24 of the German Stock Exchange Act (BörsG), which is based on supply and demand. The book-running broker commissioned with the price determination continuously establishes buy and sell prices on the basis of the order book situation in accordance with supply and demand, taking into account the respective applicable regulations of the Düsseldorf Stock Exchange. The buy and sell prices are communicated via the Düsseldorf Stock Exchange and via electronic media such as Bloomberg. Investors are required to inform themselves about any transaction costs and fees (such as the usual bank commissions and fees) incurred in addition to the stock exchange price, in particular through their depositary bank.

An acquisition of the shares within the scope of the public offering will be made in accordance with the Conditions for Transactions on the Düsseldorf Stock Exchange, the Terms and Conditions for the Open Market on the Düsseldorf Stock Exchange as well as in accordance with the provisions of the Stock Exchange Rules and Regulations pertaining to Trading, including the implementing provisions issued by the Executive Board of the Düsseldorf Stock Exchange. The shares will be delivered against payment of the buy price by crediting the respective securities portfolios of the investors, usually within two banking days.

The securities prospectus relevant for the public offering was published on 9 January 2023 on the website of NEON (www.neon-equity.com) in the "Investor Relations" section. In this connection, the information set out below under "Disclaimer" must be observed.

About NEON

Neon Equity AG ("NEON") is a founder-managed investor and growth enabler. The investment focus is on European companies from the real estate, consulting and technology sectors which have growth and capital market potential as well as an ESG-compliant business model. As an experienced partner, NEON also advises portfolio companies on the implementation of their capital market and growth strategies. In doing so, NEON contributes comprehensive know-how, more particularly in the areas of capital market transactions, real estate management and tokenisation, and has a sustainable partner and investor network.

“Disclaimer

The public offering referred to in this publication is governed by the securities prospectus approved by the German Federal Financial Supervisory Authority (BaFin) on 9 January 2023 and published on the website of Neon Equity AG (www.neon-equity.com) under the heading "Investor Relations". The securities prospectus alone contains the information for investors required by law.

Investors are recommended to carefully read the securities prospectus, which has been reviewed by the German Federal Financial Supervisory Authority (BaFin) for completeness, coherence and comprehensibility, as published on 9 January 2023 on the website of Neon Equity AG (www.neon-equity.com) under the heading "Investor Relations", before deciding to acquire or dispose of shares in Neon Equity AG, in order to fully understand the potential risks and opportunities of the investment decision, and to make an investment decision only on the basis of all available information about the company after consultation with their own lawyers, tax advisors and/or financial advisors. It should be noted that an approval of the securities prospectus by BaFin is not to be construed as an endorsement of the relevant securities.

A public offering of the securities mentioned in this publication will be made exclusively on the basis of and in accordance with the securities prospectus and only in the Federal Republic of Germany. In particular, neither a public offer nor a solicitation of an offer to purchase any securities will be made in the United States of America, Japan, Canada, New Zealand or Australia.

The securities referred to in this publication have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or any state securities laws and may not be offered, sold, pledged, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of a U.S. person (as such term is defined in Regulation S under the Securities Act). Person (as defined in Regulation S under the Securities Act), except pursuant to registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case in accordance with applicable securities laws of any state of the United States of America.

This publication may contain forward-looking statements. Forward-looking statements are all statements that are not historical facts or events. This applies in particular to statements about the company's intentions, beliefs or current expectations regarding its future financial performance, plans, liquidity, prospects, growth, strategy and profitability and the economic conditions to which the company is exposed. Forward-looking statements are based on current estimates and assumptions made by the company 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 company undertakes no obligation to update or revise any forward-looking statements contained in this release to reflect events or circumstances after the date of this release, unless such update or revision constitutes inside information that must be disclosed.”

Press contact

edicto GmbH

Axel Mühlhaus / Svenja Liebig

+49 69 90550 5-50

[email protected]

www.neon-equity.com