EQS-WpÜG: Takeover Offer / Target company: PSI Software SE; Bidder: Zest Bidco GmbH

Announcement of the decision to make a
voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot)
pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para. 1 and 34 of the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)
 

Bidder:

Zest Bidco GmbH
c/o Katharina Klein
An der Rödlerwies 4
66740 Saarlouis
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany, under HRB 304333

Target:

PSI Software SE
Dircksenstrasse 42-44
10178 Berlin
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg, Germany, under HRB 255242

WKN A0Z1JH / ISIN DE000A0Z1JH9

Today, Zest Bidco GmbH ("Bidder"), a holding company indirectly controlled by funds managed by Warburg Pincus LLC (together "Warburg Pincus"), decided to make a voluntary public takeover offer  to the shareholders of PSI Software SE ("Company") for the acquisition of all no-par value registered shares (auf den Namen lautende Stückaktien) in the Company (ISIN DE000A0Z1JH9) ("PSI Shares"), each such share representing a proportionate amount of EUR 2.56 in the share capital of the Company, which are not directly held by the Bidder ("Offer") against payment of a cash offer price of EUR 45.00 per PSI Share ("Offer Price"). The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all issued PSI Shares, and customary antitrust and foreign investment control clearances.

The Bidder, the Company, and E.ON Verwaltungs GmbH ("E.ON"), who is an anchor shareholder and customer of the Company, have entered into an investment agreement regarding the principal terms and conditions of the Offer, as well as the mutual intentions and understandings relating thereto.

The Bidder and E.ON have further entered into a framework agreement which governs their relationship and future collaboration with PSI and its management team. E.ON qualifies as person acting jointly with Warburg Pincus for purposes of the Offer.

In addition, the Bidder today entered into share purchase agreements and irrevocable undertakings with other anchor shareholders of the Company, pursuant to which these shareholders have committed to sell to the Bidder or, as the case may be, accept the Offer for all of the PSI Shares held by them for a consideration per PSI Share at the Offer Price, and of which one anchor shareholder will partially reinvest its proceeds equal to approximately 5.8% of the total share capital of the Company alongside Warburg Pincus into the holding structure of the Bidder for a consideration not higher than the Offer Price. Such share purchase agreements and irrevocable undertakings relate to 4,476,905 PSI Shares, representing approximately 28.5% of the share capital of the Company. None of the contractual arrangements contain a withdrawal or termination right in case of a superior competing offer.

The offer document for the Offer (in the German language and a non-binding English translation thereof) and other information relating to the Offer will be published by the Bidder following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at https://www.offer-power.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell PSI Shares. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in detail in the offer document after the German Federal Financial Supervisory Authority has permitted the publication of the offer document for the Offer. Investors and holders of PSI Shares are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to 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 Offer will be subject to the terms and conditions contained in the offer document and will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Munich, 13 October 2025

Zest Bidco GmbH

End of WpÜG announcement