Information on the Public Delisting Offer by Elbe BidCo AG (the "Bidder") for Shareholders of ENCAVIS AG ("Encavis")

No, following the end of the acceptance period on 31 January 2025, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time), Encavis shareholders are no longer able to accept the delisting offer.

Encavis shareholders who have successfully tendered their shares will receive EUR 17.50 per share in cash, the same price as the offer price of the preceding voluntary public tender offer that was consummated on 4 December 2024.

The processing of the delisting offer will in principle be free of costs and expenses of the custodian banks for the Encavis shareholders who hold their Encavis shares in a securities deposit account with a custodian bank in Germany (except for the costs for transmitting the declaration of acceptance to the relevant custodian bank).

Any additional costs and expenses charged by custodian banks or foreign investment service providers and any expenses incurred outside Germany must be borne by the respective Encavis shareholders. Any taxes and levies arising from the acceptance of the delisting offer shall similarly be borne by the respective Encavis shareholder. Further information can be found in Section 13.6 of the offer document.

The offer price for the tendered Encavis Shares will be paid upon closing of the delisting offer, however no later than eight banking days following publication of the final results of the offer after expiration of the acceptance period. It is envisaged to settle the offer on 18 February 2025.

The delisting offer is not subject to any closing conditions.

The receipt of the offer consideration may be a taxable transaction under applicable tax laws, including those of the shareholder’s own country of residence.

It is recommended that Encavis shareholders consult independent professional advisors regarding the individual tax consequences of the acceptance of the delisting offer.

Neither the Bidder nor any persons acting jointly with the Bidder nor any of its or their directors, officers or employees accept responsibility for any tax effects on or liabilities of any person as a result of the acceptance of the delisting offer.

The offer document does not include any information in respect of taxation.

Shareholders of Encavis who did not accept the offer remain shareholders of Encavis.

On 31 January 2025, BidCo has announced its firm intention to implement a merger of Encavis AG as transferring entity into BidCo as acquiring entity and, thereby, facilitating a squeeze-out of the remaining minority shareholders of Encavis AG in exchange for an adequate cash compensation (merger squeeze-out).

The amount of the cash compensation per Encavis AG share has not yet been determined.

No, the delisting offer is not subject to a minimum acceptance threshold or any other closing conditions.

During the acceptance period and in accordance with statutory law, the Bidder has published status notifications of the acceptance rate on the offer website at www.elbe-offer.com and in the Federal Gazette (Bundesanzeiger). Up to the last week of the acceptance period, this information was published on a weekly basis and during the final week prior to the expiration of the acceptance period on a daily basis.

Following the expiration of the acceptance period, the Bidder will publish the final results of the offer on 5 February 2025.

The delisting offer may be accepted by all domestic and foreign Encavis shareholders in accordance with the terms outlined in the offer document and the applicable statutory provisions.

However, it should be noted that the delisting offer relates to shares in a stock corporation (Aktiengesellschaft – AG) incorporated under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such offer.

The offer will not be submitted to the review or registration procedures of any securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such securities regulator. However, acceptance of the offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions.

If you are residing in a country outside of the Federal Republic of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since Encavis is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than your country of residency.

Encavis shareholders who have their place of residence, seat or place of habitual abode in the United States of America should pay particular attention to the information contained in Section 1.2 of the offer document.

The offer document is available on the deal website at www.elbe-offer.com.

Copies of the offer document are available free of charge at UniCredit Bank GmbH, Arabellastraße 12, Munich, Germany (inquiries via email to tender-offer@unicredit.de, providing a complete mailing address or email address).

The announcement about making copies of this offer document available free of charge in Germany and the internet address at which the publication of the offer document occurs were published on 23 December 2024 in the Federal Gazette (Bundesanzeiger).

In addition, KKR provides a non-binding English translation of the offer document, which has not been reviewed by BaFin, at www.elbe-offer.com.

After publication of the offer document, the custodian banks were informed on the offer via Wertpapier-Mitteilungen (specialist institution for the entire securities industry). Based on this publication, Encavis shareholders will be contacted by their custodian bank in this matter and should receive the relevant information and respective documents and forms directly from their custodian bank.