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

hGears AG

Pre-Stabilisation Period Announcement

hGears AG (contact: Daniel Basok, Tel: ) hereby gives notice that the Stabilisation Manager named below may stabilise the offer of the following securities within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014).

The securities:

Issuer: hGears AG
Guarantor (if any): N/A
Aggregate nominal amount: 6,670,000
Description: No-par value shares
ISIN DE000A3CMGN3
Offer price: EUR 23.00 to 31.00
Other offer terms: N/A

Stabilisation:

Stabilisation Manager: Hauck & Aufhäuser Privatbankiers Aktiengesellschaft
Stabilisation period expected to start on: 21.05.2021
Stabilisation period expected to end no later than: 20.06.2021
Existence, maximum size and conditions of use of over-allotment facility: 870,000 no-par value shares
Stabilisation trading venue: Prime Standard, Frankfurter Wertpapierbörse, Xetra

In connection with the offer of the above securities, the Stabilisation Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

Important Notice

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities in any jurisdiction nor a prospectus for the purposes of the Regulation (EU) 2017/1129 as amended ("Prospectus Regulation"). The offer is being made solely on the basis of the published securities prospectus as approved by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). This announcement is an advertisement and not a prospectus. The securities prospectus alone contains the information for investors required by law. An investment decision with regard to the publicly offered securities of the issuer should only be made on the basis of the securities prospectus. The securities prospectus dated May 7, 2021, which has been approved by BaFin, is available free of charge on the internet on the issuer's website (). The approval of the securities prospectus by BaFin is not to be understood as an endorsement of the securities. Prospective investors are advised to read the securities prospectus before making an investment decision in order to fully understand the potential risks and rewards of the decision to invest in the securities.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any state or the District of Columbia) or to publications with a general circulation in the United States of America. This publication does not constitute or form part of any offer or solicitation to purchase any securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States of America absent prior registration or an exemption from registration under the Securities Act. The issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America.

No prospectus has been or will be published in the United Kingdom in respect of the securities to which this publication relates. Consequently, this publication is being distributed only to, and is directed only at, persons who are (a) "qualified investors" as defined in Article 2 of the UK Prospectus Regulation (Regulation (EU) 2017/1129 which forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018) and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Articles 49(2)(a) to (d) of the Order, or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Furthermore, this publication is only addressed to and directed at persons in member states of the European Economic Area (other than in Germany) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). Any investment or investment activity to which this publication relates is only available to and will only be engaged in with (i) in the United Kingdom, relevant persons, and (ii) in any other member state of the European Economic Area (other than in Germany), Qualified Investors. Any other persons who receive this publication in the United Kingdom or the European Economic Area (other than in Germany) should not rely on or act upon it.

This publication is not an offer of securities for sale in Canada, Japan, Australia or South Africa.