EQS-News: Target: EQS Group AG; Bidder: SCUR-Alpha 1659 GmbH

Announcement of the decision to make a public takeover offer

Bidder: SCUR-Alpha 1659 GmbH (in future: Pineapple German Bidco GmbH), registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 288328.

Target: EQS Group AG, registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 131048.

ISIN: DE0005494165

WKN: 549416

On 16 November 2023, SCUR-Alpha 1659 GmbH (in future: Pineapple German Bidco GmbH) ("Bidder"), an entity controlled by funds managed and/or advised by Thoma Bravo, L.P., decided to make a public takeover offer to the shareholders of EQS Group AG ("EQS") for the acquisition of all no-par value registered shares (auf den Namen lautende Stückaktien) in EQS (ISIN DE0005494165), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the "EQS Shares") against payment of a cash offer price of EUR 40.00 per EQS Share (the "Takeover Offer"). The Takeover Offer will be subject to customary offer conditions, in particular relating to certain regulatory clearances. Otherwise, the Takeover Offer will be made on the terms and conditions set forth in the respective offer document.

Thoma Bravo has already secured a stake of approximately 60% of the total EQS share capital by entering into irrevocable tender undertakings with key shareholders of EQS, including Achim Weick, the CEO of EQS who will in addition re-invest some of this ownership in EQS along-side Thoma Bravo into the holding structure. All key shareholders will receive the same offer price under these arrangements.

In addition, Bidder and its indirect holding entity Pineapple UK Investco Limited, on the one hand, and EQS, on the other hand, have entered into an investment agreement, regarding the principal terms and conditions of the Takeover Offer as well as the mutual intentions and understandings with regard to the future collaboration.

The offer document for the Takeover Offer (in English and German) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer, respectively, will be published on the internet at https://www.cloud-solutions-offer.com/.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in EQS or any other securities. The Takeover Offer itself as well as its definite terms and conditions and further provisions concerning the Takeover Offer will be published in the offer document. Investors and shareholders of EQS are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Takeover Offer when they become available, as they will contain important information.

Since the EQS Shares are not admitted to trading on an organized market within the meaning of Section 1 para 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG"), the Takeover Offer will not be subject to the WpÜG. The offer document will not be reviewed by any regulatory authority in Germany and no registrations, admissions or approvals of the offer document are contemplated in any other jurisdiction.

The Takeover Offer will be published and made under the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Takeover Offer will be governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

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