EQS-Adhoc: Lenzing AG: Lenzing AG launches fully underwritten capital increase with subscription rights

EQS-Ad-hoc: Lenzing AG / Key word(s): Capital Increase
Lenzing AG: Lenzing AG launches fully underwritten capital increase with
subscription rights

01-Oct-2026 / 08:22 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by [1]EQS News – a service of
[2]EQS Group.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT INFORMATION AT THE END OF THIS COMMUNICATION.

Lenzing AG launches fully underwritten capital increase with subscription
rights

• Cash capital increase with subscription rights targeting gross
proceeds of approximately EUR 300 mn
• Lenzing intends to use the proceeds to support the implementation of
its “Grow Nonwovens, Reset Textiles” corporate strategy and to
strengthen its capital structure
• The offering is subject to the approval of the offering prospectus by
the Austrian Financial Market Authority (FMA) and its publication by
the Company, both of which are expected today
• The subscription price has been set at EUR 8.65 per share
• For every 10 existing shares held, each shareholder may subscribe for
9 new shares
• The syndicate comprising the B&C Group and Suzano S.A., Lenzing’s
indirect majority shareholders, has committed to exercise all of its
subscription rights. In addition, Oberbank AG has committed to
exercise all of its subscription rights
• The syndicate and Oberbank AG have agreed to a customary six-month
lock-up
• The subscription period is expected to commence on October 6, 2026,
inclusive, and to end on October 20, 2026, inclusive
• The subscription rights are expected to be traded on the Official
Market of the Vienna Stock Exchange from October 6, 2026, inclusive,
until October 14, 2026, inclusive
• The international private placement of any unsubscribed new shares is
expected to take place on October 20, 2026

Lenzing, October 1, 2026 – The Management Board of Lenzing
Aktiengesellschaft (“Lenzing” or the “Company”), with the consent of the
Supervisory Board, has resolved, on the basis of the authorization granted
by the Extraordinary General Meeting on August 25, 2026, to carry out an
ordinary capital increase against cash contribution with subscription
rights for existing shareholders.

The capital increase is fully underwritten by the managing banks based on
the commitments provided by the syndicate comprising Lenzing’s indirect
majority shareholders, B&C Group and Suzano S.A., and by Oberbank AG. The
offering is intended to generate gross proceeds of approximately EUR 300
mn. The proceeds from the offering will provide Lenzing with additional
financial flexibility, support the implementation of its “Grow Nonwovens,
Reset Textiles” corporate strategy and strengthen the Company’s capital
structure.

Key terms of the offering

As part of the offering, 34,756,362 new no-par value bearer shares
carrying dividend rights as from January 1, 2026 are to be issued. The
subscription price is EUR 8.65 per new share. This represents a discount
of 42.50 percent to the theoretical ex-rights price, calculated on the
basis of the closing price of the Lenzing share on September 30, 2026. The
gross proceeds from the offering will amount to approximately EUR 300 mn.

Each shareholder will receive one subscription right for each Lenzing
share held as of 11:59 p.m. Central European Summer Time on October 1,
2026. The subscription ratio is 10 to 9. Accordingly, for every 10
existing shares held or the corresponding number of subscription rights,
shareholders and holders of subscription rights will be entitled to
subscribe for 9 new shares. No compensation will be paid for subscription
rights that are not exercised. The subscription rights will, however, be
transferable and may be traded in the auction market of the Official
Market of the Vienna Stock Exchange during the scheduled rights trading
period.

Any new shares not subscribed for by existing shareholders or holders of
subscription rights may be offered for purchase to selected institutional
and other qualified investors by way of an international private
placement. The offer price in the private placement will be at least equal
to the subscription price.

Subscription commitments and lock-up arrangements

The syndicate formed by the B&C Group and Suzano S.A. currently indirectly
holds approximately 52.25 percent of Lenzing’s share capital. Subject to
customary conditions, the syndicate has irrevocably committed to
subscribe, in proportion to its shareholding, for 18,159,291 new shares at
the subscription price as part of the offering, whereby Suzano S.A. will
sell a portion of its subscription rights, entitling the holder to
subscribe for 1,757,754 new shares, to a B&C Group company. The B&C Group
has committed to exercise these subscription rights. Suzano S.A. will, as
part of the capital increase, invest a total of approximately EUR 22.5
million in new capital. The exercise of all subscription rights
attributable to the syndicate will generate gross proceeds of
approximately EUR 157.1 mn. Oberbank AG, which holds approximately 3.87
percent of Lenzing’s share capital, has also committed, subject to
customary conditions, to subscribe, in proportion to its shareholding, for
1,344,168 new shares at the subscription price. This corresponds to gross
proceeds of approximately EUR 11.6 mn. Following the offering, the B&C
Group will indirectly hold approximately 39.64 percent and Suzano S.A.
will indirectly hold approximately 12.60 percent of Lenzing’s share
capital. The syndicate and Oberbank AG have each agreed to a customary
six-month lock-up in respect of the shares held by them, save that up to
an aggregate of 1,757,754 shares held by the B&C Group, corresponding to
the number of shares to be subscribed for by the B&C Group upon exercise
of the subscription rights acquired from Suzano S.A., will be exempt from
the lock-up.

Indicative timetable for the offering

Subject to the publication of the prospectus approved by the Austrian
Financial Market Authority (FMA), the new shares will be offered to
existing shareholders by way of indirect subscription rights pursuant to
section 153(6) of the Austrian Stock Corporation Act. Erste Group Bank AG
will act as subscription agent. The subscription period is expected to run
from Tuesday, October 6, 2026, up to and including Tuesday, October 20,
2026. The subscription rights are expected to be traded under ISIN
AT0000A3XCR6 in the auction market of the Official Market of the Vienna
Stock Exchange from October 6, 2026, up to and including October 14, 2026.
The existing Lenzing shares are expected to trade ex-rights from October
2, 2026.

Settlement and delivery of the new shares and trading in the new shares
under the existing ISIN AT0000644505 in the Prime Market segment of the
Vienna Stock Exchange are expected to commence on October 23, 2026. This
is subject to the registration of the implementation of the capital
increase with the Austrian Commercial Register. The right to terminate the
offering is reserved.

Your contact for

Media Relations:  Investor Relations:

Corporate Communications  Investor Relations Team
Lenzing Aktiengesellschaft  Lenzing Aktiengesellschaft
Werkstraße 2, 4860 Lenzing, Werkstraße 2, 4860 Lenzing, Austria
Austria
  Phone  +43 7672 701 8947
Phone  +43 664 6112534  E-mail   [5]investorrelations@lenzing.com
E-mail  [3]media@lenzing.com  Web      [6] www.lenzing.com
Web     [4] www.lenzing.com

Important Notice

These materials may not be distributed or published, directly or
indirectly, in the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan or any other jurisdiction in which such
distribution or publication would be unlawful.

These materials do not constitute, and are not part of, an offer or
solicitation to purchase or subscribe for securities in the United States,
Australia, Canada or Japan or in any other jurisdiction in which such an
offer or solicitation may be unlawful. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”). The securities may not be offered
or sold in the United States absent registration or an exemption from the
registration requirements of the Securities Act. There will be no public
offering of the securities in the United States.

In the United Kingdom, this document is being distributed only to, and is
directed only at, persons who are “qualified investors” within the meaning
of the Public Offers and Admissions to Trading Regulations 2024 (the
“POATRs”) and who are also (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling
within Article 49(2)(a) to (d) of the Order (high-net-worth companies,
unincorporated associations, etc.), or (iii) persons to whom an invitation
or inducement to engage in investment activity, within the meaning of
section 21 of the Financial Services and Markets Act 2000, in connection
with the issue or sale of securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as “relevant persons”). This document is directed only at
relevant persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to which this
document relates is available only to relevant persons and will be engaged
in only with relevant persons. This document does not constitute a public
offer of securities in the United Kingdom within the meaning of the
POATRs. Any offer of securities in the United Kingdom will be made solely
in accordance with the POATRs and the applicable FCA rules.

In the Member States of the European Economic Area other than Austria,
this communication is directed only at persons who are “qualified
investors” within the meaning of point (e) of Article 2 of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the public
or admitted to trading on a regulated market (the “Prospectus
Regulation”).

This document does not constitute a prospectus for the purposes of the
Prospectus Regulation, but an advertisement for the purposes of the
Prospectus Regulation and, as such, does not constitute an offer to sell
or a solicitation of an offer to purchase securities of Lenzing
Aktiengesellschaft. Investors should not subscribe for any securities
referred to in this document except on the basis of the information
contained in the securities prospectus to be published, including any
amendments thereto, if any, relating to the securities.

This publication constitutes neither an offer to sell nor a solicitation
to purchase securities in any jurisdiction. Any offer will be made solely
by means of, and on the basis of, a securities prospectus, including any
amendments thereto, to be approved by the Austrian Financial Market
Authority (FMA) and published on the website of Lenzing
Aktiengesellschaft. An investment decision regarding any publicly offered
securities of Lenzing Aktiengesellschaft should be made solely on the
basis of the securities prospectus, including any amendments thereto. Any
orders relating to securities of Lenzing Aktiengesellschaft received prior
to the commencement of a public offering will be rejected. If a public
offering is to be made in Austria, Lenzing Aktiengesellschaft will,
promptly following approval by the FMA, publish a securities prospectus in
accordance with the Austrian Capital Markets Act 2019 and the Prospectus
Regulation, which will be available free of charge on the website of
Lenzing Aktiengesellschaft.

Information in this announcement

The information contained in this announcement is for information purposes
only and does not purport to be complete. No person may rely, for any
purpose, on the information contained in this announcement or on its
accuracy, fairness or completeness.

The information contained in this announcement is subject to change.
Before making an investment decision in relation to any securities to
which this announcement relates, persons viewing this announcement should
ensure that they fully understand and accept the risks that will be set
out in the securities prospectus, if published. No reliance may be placed,
for any purpose, on the information contained in this announcement or on
its accuracy or completeness.

This communication does not constitute a recommendation concerning any
potential offering. The value of shares may go down as well as up.
Potential investors should seek advice from a professional adviser as to
the suitability of any potential offering for the person concerned.
Nothing in this communication constitutes, or should be construed as,
investment, tax, financial, accounting or legal advice.

Certain data contained in this communication, including financial,
statistical and operational information, have been rounded. As a result of
such rounding, the totals of data presented in this communication may vary
slightly from the actual arithmetic totals of such data.

Forward-looking statements

Certain statements contained in this communication may constitute
“forward-looking statements”, which involve a number of risks and
uncertainties. Forward-looking statements are generally identifiable by
the use of the words “may”, “will”, “should”, “plans”, “expects”,
“assumes”, “estimates”, “believes”, “intends”, “forecasts”, “target” or
“aim”, or the negative of these words or other variations of these words
or comparable terminology. Forward-looking statements are based on
assumptions, projections, estimates, forecasts, opinions or plans that, by
their nature, are subject to significant risks, uncertainties and
contingencies that are subject to change. The Company does not make, and
will not make, any representation that any forward-looking statement will
be achieved or will prove to be correct.

Actual future business conditions, financial condition, results of
operations and prospects may differ materially from those projected or
forecast in the forward-looking statements. The Company and the Joint
Bookrunners and their respective affiliates therefore expressly disclaim
any obligation, and do not intend, to publicly update or revise any
forward-looking statements or any other information contained in this
press release, whether as a result of new information, future events or
otherwise, except as required by law.

End of Inside Information

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01-Oct-2026 CET/CEST News transmitted by [7]EQS Group

View original content: [8]EQS News

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Language: English
Company: Lenzing AG
4860 Lenzing
Austria
Phone: +43 7672-701-0
Fax: +43 7672-96301
E-mail: office@lenzing.com
Internet: www.lenzing.com
ISIN: AT0000644505
Indices: ATX
Listed: Vienna Stock Exchange (Official Market)
LEI Code: 529900BKFJBI0QRDJH63
EQS News ID: 2408352

End of Announcement EQS News Service

2408352  01-Oct-2026 CET/CEST

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References

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3. media@lenzing.com
4. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=5803f22d982f72dcc3d9f0027e178e6b&application_id=2408352&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
5. investorrelations@lenzing.com
6. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=264013244935b0702c2833dbf43cc342&application_id=2408352&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
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8. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=99bab986c5c0850d614caf15fd80f0de&application_id=2408352&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news

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