Nexway AG sells Swiss subsidiary Nexway Group AG including French Nexway SAS and certain restructuring measures will be proposed to the Annual General Meeting

April 15, 2020

Insider Information pursuant to Article 17 of the Market Abuse Regulation (MAR)

April 15, 2020, Karlsruhe (Germany) – Nexway AG (Ticker Symbol: NWAY, ISIN: DE000A2E3707, WKN: A2E370) approved today a comprehensive reorganization plan. The Company’s overall objective is to realign its business portfolio, to narrow the focus on profitable growth in the global educational space and to divest most of its non-essential eCommerce Services operations.

In this context, Nexway AG completed today the sale of the 100% ownership interest in its Swiss subsidiary Nexway Group AG (including Nexway SAS, the French operation held through Nexway Group AG, and the Nexway tradename) to an unrelated, third party for an aggregate cash consideration of EUR 2 million. This business had been originally acquired by Nexway AG for EUR 500,000 in January 2019, and is now sold with a 300% return on original equity investment.

Furthermore, the Management Board of Nexway AG has made the decision today to call the annual general meeting (“AGM”) by the end of May or beginning of June. In the course of the AGM the Management Board and the Supervisory Board will i.a. propose to the shareholders to approve a further reorganization and strategic refocus including the following items:

The shareholders will be proposed to approve the spin-off of the Academics business unit into a wholly owned newly established operating subsidiary of Nexway AG, as well as the German eCommerce Services business unit including technology, licenses, clients and employees into an existing wholly owned subsidiary, both subsidiaries established and operated under the German laws (GmbH). The Management Board then intends to sell 75% of the newly established eCommerce services subsidiary to its majority shareholder Facebank Group and thus to complete divestment of the eCommerce services operations, shifting focus on the profitable core business in the educational sector in the future.

The new eCommerce Services company – with a minority shareholding of 25% remaining with Nexway AG – would essentially be committed to support the international operations of the majority shareholder Facebank Group Inc (currently being renamed into FuboTV Inc following completion of Facebank/FuboTV merger on April 1, 2020), and will continue to provide payment and merchant of record services to both third party customers and FuboTV, one of the fastest growing OTT content streaming platforms in the United States today.

Subject to the approval of the shareholders, this new company in which Nexway AG will hold a minority interest will continue to serve all of the existing eCommerce Services clients of Nexway AG and is expected to become operational as of July 1, 2020.

Furthermore, a transfer of the headquarters of Nexway AG, which would act as a holding company, to a new to be confirmed location in Germany as well as a name change of Nexway AG to reflect its new primary focus on educational markets will be proposed to the shareholders.

As part of the overall reorganization concept, CEO Victor Iezuitov resigned as Member of the Management Board today with effect of the end of 30 April 2020. From 1 May 2020 on Norman Hansen, currently COO of the company, will be the new CEO and sole Member of the Management (Alleinvorstand).

Further communication including a detailed AGM agenda and proposed decisions will follow later this month. The consolidated financial report is expected to be published by the end of April 2020.

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