DO & CO AG — Capital/Financing Update 2021

Jan 21, 2021

DGAP-Ad-hoc:DO&COAktiengesellschaft / Keyword(s): Issue ofDebt DO&COAktiengesellschaft:

21-Jan-2021 / 08:00 CET/CEST

Disclosure of an inside information acc. toArticle 17 MARof the Regulation (EU) No 596/2014, transmitted byDGAP- a service of EQS GroupAG. The issuer is solelyresponsible for the content of this announcement.

NOTFORDIRECTORINDIRECTPUBLICATION,DISTRIBUTIONORRELEASEINORINTOTHEUNITEDSTATESOFAMERICA,AUSTRALIA, CANADA, JAPAN, SOUTHAFRICAORANYJURISDICTIONINWHICHOFFERSORSALESOFTHESECURITIES WOULDBEPROHIBITEDBY APPLICABLELAWS.

Disclosure of inside informationpursuant toArticle 17 para. 1 of the Regulation(EU) No. 596/2014 onmarket abuse (Market Abuse Regulation)

DO&COAktiengesellschaft tolaunchconvertible bonds due 2026 inanaggregate principal amount of uptoEUR100 million

• - Issue volume of uptoEUR100 million
• - Coupon:1.50-2.00%p.a.
• - Conversionpremium:30.00-35.00%
• - Five-year maturity

- The net proceeds fromthe issue of the bondswill be usedtofurther developthe business organicallyandinorganicallyand tomaintainthe liquidityof DO&CO-Group

Vienna, January21, 2021 - The Management Board ofDO&COAktiengesellschaft (the "Company") resolved today,with the approval of the Company's SupervisoryBoard, to launch the offering of senior unsecured convertible bonds due January2026 in an aggregate principal amount of up to EUR100 million (the "Bonds").

The net proceeds from the issue of the Bonds will be used to further develop the business organicallyand inorganicallyand to maintain the liquidityofDO&CO-Group.

The Bonds in an aggregate principal amount of up to EUR100 million and a denomination of EUR100,000 per Bond will be convertible into newlyissued or existing ordinarybearer shares of the Companywith no par value (the "OrdinaryShares") or maybe repaid in cash under exceptional circumstances, as set out in the terms and conditions of the Bonds. For the purpose of such conversion, the Company mayissue up to 1,350,000 newshares, representing up to approx. 12.17%of the Company's share capital after such issuance. The Companyis using an authorization from its extraordinarygeneral meeting on January15, 2021 for the issuance of the Bonds,which provides for an exclusion of the shareholders' subscription rights (Bezugsrechte) to the Bonds to be issued.

The Bonds will be issued and redeemed at 100%of their principal amount. The conversion premium will be between 30.0%and 35.0% above the reference share price, being the VWAP(volume weighted average price) of theOrdinaryShares on the Vienna Stock Exchange on January21, 2021 between launch and pricing of the Bonds. The coupon is expected to be between 1.50%and 2.00%p.a., payable semi-annuallyin arrear.

The final terms of the Bonds are expected to be announced later todaythrough a separate announcement. The settlement of the Bonds is expected to take place on or around January28, 2021 (the "Settlement"). The Companyintends to arrange for the inclusion of the Bonds to trading on the Vienna MTF, a multilateral trading facilityof the Vienna Stock Exchange, after the Settlement.

The Companywill have the option to redeem all, but not some only, of the outstanding Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the Bonds (i) upon expiryof a period of more than three years after the Settlement, if the price of theOrdinaryShares is equal to or exceeds 130%of the then prevailing conversion price over a specified period, or (ii) if 20%or less of the aggregate principal amount of the Bonds remains outstanding.

The Bonds will be placed in an accelerated bookbuilding onlyto institutional investors outside the United States ofAmerica in reliance on Regulation Sunder the U.S. Securities Act of 1933, as amended, as well as outside ofAustralia,Canada, Japan and anyother jurisdiction in which offers or sales of the Bonds would be prohibited byapplicable law.

The Companyhas agreed, subject to certain customaryexceptions, to a lock-up period of 90 days after the Settlement.

In January/March 2020, the Companyhas signed unsecured loans in a total amount of EUR300 million with an average term of five years with certainAustrian banks (the "LendingBanks") partiallysupported bythe Republic ofAustria viaOesterreichische KontrollbankAG. The Lending Banks grant a waiver with regard to the compliance with the agreed financial covenant for the next testing date on which compliance with such financial covenant is tested based on the full year financials for the fiscal year ending March 31, 2021. The Bonds will rank pari passu with these loans.

Contact

DO&COAktiengesellschaft Mag. Maximilian Nausch Group Legal Department Tel. +43 (1) 535 0644 1010, Fax+43 (1) 74000 1089 https://www.doco.com/investor-relations/

IMPORTANTNOTICE

This announcement maynot be published, distributed or transmitted, directlyor indirectly, in the United States ofAmerica (including its territories and possessions),Australia,Canada, Japan, SouthAfrica or anyother jurisdiction where such announcement could be unlawful. The distribution of this announcement maybe restricted bylawin certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe anysuch restrictions.Anyfailure to complywith these restrictions mayconstitute a violation of the securities laws of anysuch jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Companyor of anyof its subsidiaries in the United States ofAmerica,Germanyor anyother jurisdiction.Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in anyjurisdiction. The securities offered will not be and have not

been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and maynot be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is onlydirected at persons who (i) are investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of theOrder (high networth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, bypersons who are notRelevant Persons.Any investment or investment activityto which this document relates is available onlyto Relevant Persons and will be engaged in onlywith Relevant Persons.

In member states of the European EconomicArea the placement of securities described in this announcement is directed exclusivelyat persons who are "qualified investors"with-in the meaning ofRegulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to anyretail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) ofArticle 4(1) of MIFIDII; (ii) a customer within the meaning ofDirective (EU) 2016/97 (as amended, the "Insurance Distribution Directive"),where that customer would not qualifyas a professional client as defined in point (10) of article 4(1) of MIFIDII. Consequently, no keyinformation document required byRegulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEAhas been prepared and therefore offering or selling the Bonds or otherwise making them available to anyretail investor in the EEAmaybe unlawful under the PRIIPs Regulation.

The Bonds are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to anyretail investor in the Unit-ed Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) ofArticle 2 ofRegulation (EU) No 2017/565 as it forms part of domestic lawbyvirtue of the European Union (Withdrawal)Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and anyrules or regulations made under the FSMAto implement Directive (EU) 2016/97,where that customer would not qualifyas a professional client, as defined in point (8) ofArticle 2(1) ofRegulation (EU) No 600/2014 as it forms part of domestic lawbyvirtue of the EUWA; or (iii) not a qualified investor as defined inArticle 2 of the Prospectus Regulation as it forms part of domestic lawbyvirtue of the EUWA.Consequentlyno keyinformation document required by Regulation (EU) No 1286/2014 as it forms part of domestic lawbyvirtue of the EUWA(the "UKPRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UKhas been pre-pared and therefore offering or selling the Notes or otherwise making them available to anyretail investor in the UKmaybe unlawful under the UKPRIIPs Regulation.

No action has been taken thatwould permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be un-lawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe anysuch restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitabilityof the placement for the person concerned.

This release maycontain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company("forward-looking statements"). These forward-looking statements can be identified bythe use of forward-looking terminology, including the terms "believes,""estimates,""anticipates,""expects,""intends,""may,""will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Companyand involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarilybe accurate indications ofwhether or not such results will be achieved.Anyforwardlooking statements included herein onlyspeak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publiclyrevise, anyof the information, forward-looking statements or the conclusions contained herein or to reflect newevents or circumstances or to correct anyinaccuracies which maybecome apparent subsequent to the date hereof,whether as a result of new information, future events or otherwise. We accept no liabilitywhatsoever in respect of the achievement of such forward-looking statements and assumptions.

21-Jan-2021 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases.

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Language: Company:	English DO&COAktiengesellschaft Stephansplatz12 1010 Wien Austria
Phone:	+43 (1) 535 0644 1010
Fax:	+43 (1) 74000-1089
E-mail:	investor.relations@doco.com
Internet:	www.doco.com
ISIN:	AT0000818802
WKN:	81880
Listed:	Regulated Unofficial Market in Berlin,Dusseldorf, Frankfurt, Munich, Stuttgart, Tradegate Exchange; London, Vienna Stock Exchange (Official Market)
EQSNews ID:	1162138

End ofAnnouncement DGAPNews Service