Legal notice

On the following pages you will find a lot of information about TO Holding 1 GmbH (issuer) and the securities of the company. Should you have any further questions, we will be happy to answer them personally.

Please read the following disclaimer and then confirm that you have read and accept the legal information in order to proceed to the following page.

The statements on the following internet pages do not constitute an offer to sell or subscribe for securities of TO Holding 1 GmbH or a solicitation of an offer to purchase securities of TO Holding 1 GmbH, either in the Federal Republic of Germany or in any other jurisdiction, in particular if such offer or solicitation is prohibited or unauthorized, and should not be construed in that sense. The purchase or subscription of notes of TO Holding 1 GmbH may only be made on the basis of information available on this homepage, in particular the Information Memorandum.

In some countries, the purchase of securities about which information is made available on the following internet pages may be prohibited in general or for certain persons and therefore only possible for certain investors; the same may also apply to the distribution of information about these securities. Users of this website are requested to inform themselves about such restrictions and to comply with them.

TO Holding 1 GmbH does not warrant that the securities described on the following internet pages are suitable as investments for all investors. Therefore, the information on the following internet pages should not be construed as a recommendation by TO Holding 1 GmbH to subscribe for or otherwise acquire any notes of TO Holding 1 GmbH.

Visitors to these internet pages are solely responsible for analysing the information available therein and for weighing and evaluating the opportunities and risks of an investment in notes of TO Holding 1 GmbH. Visitors are advised to consult the information memorandum of TO Holding 1 GmbH and other generally available sources of information about the securities and to seek professional advice before making any investment decision.

The information and documents contained on this website are not intended for and may not be viewed by or distributed to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933) or persons resident in the United States of America, Canada, Australia or Japan. By accessing the following pages of this website, you acknowledge that you are not an U.S. Person (as defined in Regulation S under the United States Securities Act of 1933) or a resident of the United States of America, Canada, Australia or Japan and that you understand that none of the information or documents contained herein will be distributed to an U.S. Person (as defined in Regulation S under the United States Securities Act of 1933) or any person who is a resident of the United States of America, Canada, Australia or Japan. You also acknowledge that you recognize that the following information and documents do not constitute an offer to purchase or subscribe for any securities of TO Holding 1 GmbH or a solicitation of an offer to purchase any securities.

I am neither a U.S. person nor a resident of the United States of America, Canada, Australia or Japan and accept the above conditions.

Investor Relations

Bond 2023/2026 · ISIN DE000A30VHD7/WKN A30VHD

Issuer:

TO Holding 1 GmbH

Instrument:

Bearer bonds pursuant to §§ 793 et seq. German Civil Code

Status:

direct, unconditional, unsubordinated, secured

Total nominal amount:

EUR 10.000.000,00

Denomination/nominal amount:

EUR 100.000,00

Coupon:

7 % p. a.

Interest convention:

Fixed interest rate; annual in arrears; act/act (ICMA)

First interest payment date:

First interest payment date:

Issue currency:

Euro

Issue price:

100% of the nominal amount

Final maturity:

1 June 2026

Issue date:

30 March 2023

ISIN/WKN:

DE000A30VHD7/A30VHD

Collateral

pledge of 3,000,000 no-par value registered shares in Neon Equity AG, with ist registered office in Frankfurt am Main and registered with the Commercial Register of the Local Court of Frankfurt am Main under HRB 128830

Applicable law:

German law

Offering structure:

a private placement in the European Union

Use of the proceeds of the issue:

90% of the proceeds of the issue: expansion of the Issuer‘s investments within the framework of its business model;
10% of the proceeds of the issue: coverage oft he issue costs and to pay interest on the Notes

Paying agent:

futurum Bank AG

Bond 2023/2027 · ISIN DE000A351NY0/WKN A351NY

Issuer::

TO Holding 1 GmbH

Instrument:

Bearer bonds pursuant to §§ 793 et seq. German Civil Code

Status:

direct, unconditional, unsubordinated, secured

Total nominal amount:

EUR 20 M

Denomination/nominal amount:

EUR 100,000.00

Coupon:

7 % p. a.

Interest convention:

Fixed interest rate; annual in arrears; act/act (ICMA)

First interest payment date:

15 December 2024

Issue currency:

Euro

Issue price:

100% of the nominal amount

Final maturity:

15 December 2027

Issue date:

30 June 2023

ISIN/WKN:

DE000A351NY0/A351NY

Collateral:

pledge of 6 mio no-par value registered shares in NEON EQUITY AG, with its registered office in Frankfurt am Main and registered with the Commercial Register of the Local Court of Frankfurt am Main under HRB 128830

Applicable law:

German law

Offering structure:

a private placement in the European Union

Use of the proceeds of the issue:

90% of the proceeds of the issue: expansion of the Issuer‘s investments within the framework of its business model;
10% of the proceeds of the issue: coverage of the issue costs and to pay interest on the Notes

Paying agent:

Futurum Bank AG

Management

Thomas Olek
CEO
  • CEO since 2017
  • Founder and major shareholder of Neon Equity AG
  • For more than 25 years experience as a board member
Ole Nixdorff
CFO
  • Master of Arts—Digital Management
  • Until 2022 Senior Consultant Kampmann
    Management Consultants

This communication and all of its contents are strictly confi dential and not for distribution or release, directly or indirectly, to any third part, in particular not in or into the United States of America, Australia, Canada or Japan or any other country where such distribution would be unlawful.

This communication is for informational purposes only and is not intended, and should not be construed as an offer to sell or the solicitation of an offer to buy or subscribe for any securities in the United States, Germany or any other jurisdiction. This communication and any subsequent offering of securities may be restricted by law in certain jurisdictions, and persons receiving this communication or any subsequent offering should inform themselves about and observe any such restrictions and should not, under any circumstances, forward this communication to any other person. Failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdiction.

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