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Vapiano SE completes capital increase

Cologne, October 23, 2018

Vapiano SE (ISIN: DE000A0WMNK9) has increased its share capital against cash contributions by EUR 2,033,418.00 from EUR 24,029,833.00 to EUR 26,063,251.00 by making partial use of the Company's authorized capital that was resolved by the Annual General Meeting on May 30, 2017. The current shareholders' subscription rights were excluded. The placement price has been set at EUR 10.00. The commitment of the main shareholders, Mayfair Beteiligungsfond II GmbH & Co. KG, VAP Leipzig GmbH & Co. KG and Exchange Bio GmbH, has been utilized in full. The gross proceeds resulting from the capital increase, which is expected to be registered in the commercial register in the coming days, amount to EUR 20,334,180.

For further information, please contact:

Vapiano SE
Dr. Andrea Rolvering
Investor Relations
Im Zollhafen 2-4
50678 Köln
Tel: +49 221-67001-301
E-Mail: a.rolvering(at)vapiano.eu
Internet: http://www.vapiano.com

Important notice

This publication may not be published or distributed, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication is for information purposes only. It does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of Vapiano SE in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction. The securities of Vapiano SE may not be offered or sold in the United States of America without registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). The securities of Vapiano SE have not been, and will not be, registered under the Securities Act.

In the United Kingdom, this publication is being directed only at persons who (i) are 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, partnerships, etc.) (all such persons together being referred to as 'Relevant Persons'). This publication is directed and distributed only to 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 publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In the member states of the European Economic Area ('EEA') that have implemented the Prospectus Directive (the 'Relevant Member States'), this announcement and any offer if made subsequently is directed exclusively to persons who are 'qualified investors' as defined by the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 'Prospectus Directive Amending Directive', to the extent implemented in a Relevant Member State).

No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.

This announcement does not constitute a recommendation concerning the private placement of securities described in this announcement (the 'Placement'). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vapiano SE and are based on current plans, estimates and forecasts which Vapiano SE has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vapiano SE. It should be kept in mind that actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.