• Balance Sheet Strengthened Through Conversion of Approximately CHF 5.2 Million in Loans Provided by the Principal Shareholder

ZURICH - December 23, 2025 (NEWMEDIAWIRE) - naoo AG (Dusseldorf: Ticker: NAO; ISIN: CH1323306329) has carried out a capital increase within its existing capital band, converting shareholder loans granted by its principal shareholder, Dr. Thomas Wolfensberger, in the amount of approximately CHF 5.2 million into equity. The measure serves to further strengthen the company’s balance sheet and equity base.

During the capital increase, a total of 1,093,020 new registered shares with a nominal value of CHF 1.00 each were issued. Of these, 1,078,020 shares were paid up by way of set-off against existing shareholder loans from Dr. Thomas Wolfensberger. In addition, 15,000 shares were issued against a cash contribution from another investor.

The converted shareholder loans were provided in full by the principal shareholder and consist of two components: cash loans previously granted by Dr. Thomas Wolfensberger to the company, and advance contributions in the form of share provisions made for the account of naoo AG.

These share provisions were made, inter alia, to pre-finance contractually owed purchase price components in connection with the acquisition of Kingfluencers AG, as the company did not have sufficient treasury shares available at the relevant time to meet these obligations. The principal shareholder therefore advanced funds on behalf of the company to fulfil its contractual commitments.

The resulting shareholder loans have now been converted into equity as part of the capital increase. The transaction does not result in any new inflow of funds and does not constitute new external financing. It represents a balance sheet reclassification that improves the company’s equity ratio without changing the economic substance or strategic direction of naoo AG.

Following completion of the capital increase, the share capital of naoo AG amounts to CHF 5,561,277, divided into the same number of fully paid-in registered shares. The principal shareholder pursues a long-term investment strategy and continues to actively support naoo AG in the execution of its growth and integration strategy.

About naoo

naoo is building the future of creator-driven social media, powered by artificial intelligence and a scalable platform designed for meaningful engagement. At the core of naoo group stands the naoo platform - a next-generation social media, local advertising and loyalty ecosystem that connects people based on their interests and preferences. The platform delivers a unique user experience through personalized content, gamification, and an innovative points-and-rewards system, enabling users to benefit directly from their engagement. Business customers can create individualized offers tailored to user needs and incentivize visits to physical locations through naoo points, which can be redeemed for a variety of rewards. With Kingfluencers joining the group - the largest influencer agency in Switzerland and one of the largest in the DACH region - naoo combined platform innovation with industry-leading expertise in creators, campaigns, and brand storytelling. Now, naoo is moving towards an integrated ecosystem that includes proprietary creator-driven media formats such as vertical shorts and content hubs that broaden reach, deepen engagement and support a diversified, IP-driven business model. naoo AG is headquartered in Zug, Switzerland, employs 41 people and is listed on the Dusseldorf Stock Exchange (ticker: NAO, ISIN: CH1323306329).

Investors and Media:
Karl Fleetwood
Chief Operating Officer
Phone: +41 (0)79 867 10 10
E-mail: Karl.Fleetwood@naoo.com

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