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

Announcement of the decision to make a
public delisting acquisition offer (öffentliches Delisting-Erwerbsangebot)
pursuant to Section 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz) in connection with Section 39 para. 2 sentence 2 No. 1 of the German Stock Exchange Act (Börsengesetz)
 

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 B

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 public delisting acquisition 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 against payment of a cash consideration equal to the statutory minimum price ("Delisting Offer"). The Delisting Offer will not be subject to any conditions.

The Bidder has also today agreed with the Company that, subject to a review of the offer document and the management board's fiduciary duties, the Company will apply for the revocation of the admission of the PSI Shares to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange no later than ten banking days prior to the end of the acceptance period of the Delisting Offer and, following submission of the delisting application, take all reasonable measures to terminate the inclusion of the PSI Shares for trading on the open market (Freiverkehr) of any other stock exchange or any other multilateral trading facility or organized trading facility, provided that the inclusion was initiated by the Company.

The offer document for the Delisting Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Delisting Offer will be published by the Bidder following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "Bafin")) 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 Delisting Offer itself as well as its terms and further provisions concerning the Delisting Offer will be set out in detail in the offer document for the Delisting Offer after the Bafin has permitted its publication. Investors and holders of PSI Shares are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer upon their availability since they will contain important information.

The Delisting 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 Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Munich, 8 September 2026

Zest Bidco GmbH