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Press Release

tonies SE starts trading on the Frankfurt Stock Exchange through successful business combination with 468 SPAC

Luxembourg, Düsseldorf - 29 November 2021 - tonies SE ("tonies"), a category-defining and leading international kid's digital audio entertainment company and the company behind the Toniebox player and Tonies audio figurines, announced today that the company's stock is now trading on the Frankfurt Stock Exchange under the ticker symbol "TNIE". Boxine GmbH ("Boxine") and 468 SPAC I SE, a Luxembourg special purpose acquisition company (SPAC) sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert (General Partners of 468 Capital) closed their previously announced business combination on 26 November 2021 with the combined company now operating as tonies SE.

The business combination and related PIPE will result in gross proceeds of approximately EUR 190m for tonies. The proceeds are planned to be invested in further accelerating international growth, especially in the US, as well as product and platform expansion. The company expects around EUR 172m of revenue in 2021 and to reach approximately EUR 700m of revenue by 2025.

Patric Faßbender, Co-CEO of tonies SE: "Today's announcement is the start of a new chapter for tonies and I am particularly delighted to see what the company has achieved since I had the idea for the Toniebox almost 8 years ago - I would never have dreamt of such a success back then. As a listed company, we are now fully equipped to strengthen our category-leading position and introducing new and innovative entertainment solutions to kids across the globe."

Marcus Stahl, Co-CEO of tonies SE: "The listing on the Frankfurt Stock Exchange represents an important milestone for tonies' future growth and lays the foundation for our ambitious expansion plans by enhancing our entrepreneurial flexibility and granting access to capital markets. Backed by the additional proceeds, our purpose-driven team is fully focused on seizing the opportunities ahead. Our long-term vision of enabling kids' learning and entertainment experiences to take place in a safe, screen-free, and controlled environment has always been at the heart of our business and we are very excited to be entering this phase as a publicly listed entity together with a partner who shares this vision."

tonies will continue to be led by its co-founders Marcus Stahl and Patric Faßbender, who together will form the Management Board of tonies. The new tonies Supervisory Board will consist of high-profile and experienced members from a broad range of industries. Headed by Ms. Anna Dimitrova (Chairperson, current Chief Financial Officer at Vodafone Germany) and Mr. Christian Bailly (Vice Chairperson, current Managing Director at Armira), the Supervisory Board further includes Mr.

Alexander Kudlich (Sponsor of 468 SPAC), Mr. Alexander Schemann (Managing Partner at Armira), Mr. Helmut Jeggle (Managing Director of Salvia and Chairman of the Supervisory Board at BioNTech), Ms. Stephanie Caspar (Member of the Management Board at Axel Springer SE) and Mr. Thilo Fleck (Partner at Berner Fleck Wettich). Together with the Management Board, the Supervisory Board will strengthen the company's global footprint, thus positively impacting the business whilst supporting the expansion of tonies' product portfolio.

About tonies SE

Founded in 2013, tonies is the creator of a new multi-billion-euro category in kid's digital entertainment and the company behind the award-winning, screen-free tonies(R) audio entertainment system for kids aged 3 years and up. The revolutionary ecosystem consists of the Toniebox player and audio figurines - called Tonies - which when paired with the Toniebox start playing audio content. Currently 300 Tonies figurines are available, ranging from audio books to music, from knowledge to entertainment (incl. worldwide top licenses such as Frozen, Peppa Pig and Paw Patrol) as well as a digital audio library with additional content. tonies offers kids a digital storytelling experience in a way that stimulates their imagination and enables intuitive, tactile play. Since launching the product in late 2016, tonies has sold more than 2.4 million Tonieboxes and over 25 million Tonies. It is currently present in Germany, Austria, Switzerland, the UK, Ireland, France and the US.

For more information visit: http://ir.tonies.com/

Media contact

For tonies SE

For 468 SPAC

Disclaimer

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of tonies SE (the "Company" and together with its consolidated subsidiaries, the "Group") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States or in any other jurisdiction. The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. No public offer has been made. An investment decision regarding the securities of the Company should only be made on the basis of the securities prospectus, which has been published upon approval by the Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and is available free of charge on the Company's website.

In the United Kingdom, this document is only being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article 2(e) 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, as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, 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 any 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.

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purpose of the product governance requirements contained within (i) MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the "MiFID II Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, the Company's beliefs, intentions and current targets/aims concerning, among other things, the Company's or the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; lease-up potentials; economic outlook and industry trends; developments of the Company's or the Group's markets; the impact of regulatory initiatives; and the strength of the Company's or any other member of the Group's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of other members of the Group) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.

Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in the information by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.