PAION AG / Key word(s): Capital Increase 17.07.2014 19:54 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. AD-HOC ANNOUNCEMENT ACCORDING TO § 15 WPHG PAION COMPLETES PRIVATE PLACEMENT WITH PENDOPHARM'S EUROPEAN AFFILIATE PHARMASCIENCE INTERNATIONAL LIMITED THROUGH THE ISSUANCE OF NEW SHARES IN A PLACEMENT VOLUME OF EUR 4 MILLION Aachen (Germany), 17 July 2014 - PAION AG, a Specialty Pharma Company (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8) announces that the Company will issue about 1.27 million new shares for EUR 3.1463 per share with a total value of EUR 4 million in a private placement to Pendopharm's European affiliate Pharmascience International Limited under exclusion of the shareholders' subscription rights. Through the option agreement announced on 13 June 2014, Pendopharm's European affiliate, Pharmascience International Limited, had committed to invest up to EUR 4 million in shares not subscribed by PAION's shareholders at the end of the meanwhile completed rights offering at a 10% premium to the theoretical ex-rights price of PAION's share price. Because at the end of the rights offering, no new shares were available to permit the investment of the EUR 4 million, PAION had the right to require Pharmascience International Limited to invest the EUR 4 million in shares of PAION in a separate private placement at a 10% premium to the then current market price (5-days VWAP). PAION has now exercised this contractual right. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: About PAION PAION AG is a publicly-listed Specialty Pharma Company headquartered in Aachen, Germany with a second site in Cambridge, UK. The company has a track record in developing hospital-based treatments for which there is substantial unmet medical need. PAION AG is transforming its business model from a pure development company to a specialty pharmaceutical company with a focus on anaesthesia products to take advantage of the unique profile of its main compound, Remimazolam. PAION Contact Ralf Penner Director Investor Relations / Public Relations PAION AG Martinstrasse 10-12 52062 Aachen - Germany Phone: +49 241 4453-152 E-mail: r.penner@paion.com www.paion.com Disclaimer: This release contains certain forward-looking statements concerning the future business of PAION AG. These forward-looking statements contained herein are based on the current expectations, estimates and projections of PAION AG's management as of the date of this release. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors. Should actual conditions differ from the Company's assumptions, actual results and actions may differ materially from any future results and developments expressed or implied by such forward-looking statements. Considering the risks, uncertainties and other factors involved, recipients should not rely unreasonably upon these forward-looking statements. PAION AG has no obligation to periodically update any such forward-looking statements to reflect future events or developments. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of PAION AG in the United States or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of PAION AG 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'). The securities of PAION AG have not been, and will not be, registered under the Securities Act. 17.07.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: PAION AG Martinstr. 10-12 52062 Aachen Germany Phone: +49 (0)241-4453-0 Fax: +49 (0)241-4453-100 E-mail: info@paion.com Internet: www.paion.com ISIN: DE000A0B65S3 WKN: A0B65S Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------