EQS-WpÜG: Tender Offer / Target company: CompuGroup Medical SE & Co. KGaA; Bidder: SCUR-Alpha 269 GmbH (in future: Caesar BidCo GmbH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Publication of the decision to issue a voluntary public

takeover offer pursuant to Section 10 (1) in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (WpÜG)

‑ Convenience Translation ‑

Bidder:

SCUR-Alpha 269 GmbH

(in future: Caesar BidCo GmbH)

c/o Willkie Farr & Gallagher LLP

An der Welle 4

60322 Frankfurt am Main

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 135553

Target:

CompuGroup Medical SE & Co. KGaA

Maria Trost 21

56070 Koblenz

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Koblenz under HRB 27430

ISIN: DE000A288904 (WKN: A28890)

Today, SCUR-Alpha 269 GmbH (in future: Caesar BidCo GmbH) (the "Bidder"), a holding company which is indirectly held by funds which are advised and managed by affiliates of CVC Capital Partners plc, decided to make a voluntary public takeover offer (the "Takeover Offer") to the shareholders of CompuGroup Medical SE & Co. KGaA ("CGM") to acquire all no-par value registered shares in CGM (the "CGM Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 22.00 per CGM Share. This represents a premium of approximately 51% to the volume-weighted average price of the CGM Share over the past three months up to and including December 6, 2024.

The Bidder, CGM, CompuGroup Medical Management SE, the majority shareholder of CGM, GT 1 Vermögensverwaltung GmbH (the "Majority Shareholder"), Kronen 2944 GmbH (in future: GT2 Beteiligungen und Software GmbH) and SCUR-Alpha 1776 GmbH (in future: Caesar HoldCo GmbH) signed an investment agreement today regarding the terms and conditions of a strategic investment by the Bidder in CGM (the "Investment Agreement"). CompuGroup Medical Management SE, acting as general partner of CGM, and the supervisory board of CGM, each of which have approved the conclusion of the Investment Agreement, have agreed in principle in the Investment Agreement to support the Bidder's intention to carry out a potential delisting of CGM immediately after the settlement of the Takeover

Further, the Majority Shareholder and the Bidder have today entered into a shareholders' agreement ("Shareholders' Agreement") to establish a strategic partnership, subject to the completion of the Takeover Offer.

The Majority Shareholder and further members of the shareholder group around the Gotthardt family will continue to hold the same stake in CGM and will not tender their CGM Shares in the context of the Takeover Offer. The parties have undertaken not to enter into a domination and/or profit and loss transfer agreement for a period of two years after the consummation of the Takeover Offer.

CompuGroup Medical Management SE, acting in its capacity as the general partner of CGM, and the supervisory board of CGM, welcome the Takeover Offer and will carefully review the Offer Document after its publication and provide a reasoned statement pursuant to section 27 WpÜG. Subject to their careful review of the Offer Document, they assume they will recommend the shareholders of CGM to accept the Takeover Offer.

The Takeover Offer will be subject to a minimum acceptance threshold of 17% of all issued CGM Shares and is aimed at the current free float of approximately 46.16% (i.e. excluding the approximately 50.11% holding of the members of the shareholder group around the Gotthardt family and approximately 3.72% treasury shares).

In addition, the Takeover Offer will be subject to customary conditions, including, among others, merger control and other regulatory clearances. Settlement of the Takeover Offer is expected to take place in the first half of 2025.

The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published and available on the internet at www.practice-public-offer.com.

Important Notices:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell CGM Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www. practice-public-offer.com.

The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America ("United States") relating to cross-border takeover offers. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Takeover Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Takeover Offer would be prohibited by applicable law.

The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para 5 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") and/or their subsidiaries within the meaning of section 2 para 6 WpÜG may acquire, or make arrangements to acquire, CGM Shares in a manner other than pursuant to the Takeover Offer on or off the stock exchange during the Takeover Offer's term, provided that such acquisitions or acquisition arrangements are made outside of the United States, comply with the applicable German statutory provisions, in particular the WpÜG, and provided that the takeover offer price is increased to correspond with any higher consideration paid outside of the Takeover Offer.

The Takeover Offer announced in this announcement will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. This announcement has been prepared in accordance with German style and practice for the purposes of complying with the laws of the Federal Republic of Germany. The financial information relating to the Bidder and CGM included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States. As a result, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Takeover Offer will be made in the United States on the basis of the so-called Tier II cross-border exemption from certain requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption allows the Bidder to comply with certain substantive and procedural rules of the Exchange Act for takeover bids by complying with the law or practice of the domestic legal system and exempts the Bidder from complying with certain other rules of the Exchange Act. Shareholders from the United States should note that CGM is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

CGM Shareholders whose place of residence, seat, or place of habitual abode is in the United States should note that the Takeover Offer is made in respect of securities of a company that is a "foreign private issuer" within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under section 12 of the Exchange Act. The Takeover Offer is being made in the United States in reliance on the Tier 2 cross-border exemption from certain requirements of the Exchange Act and is governed principally by disclosure and other regulations and procedures in Germany, which are different from those in the United States. To the extent that the Takeover Offer is subject to U.S. securities laws, such laws only apply to CGM Shareholders whose place of residence, seat, or place of habitual abode is in the United States, and no other person has any claims under such laws.

Any contract entered into with the Bidder as a result of the acceptance of the planned Takeover Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the Takeover Offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and CGM are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.

Frankfurt am Main, 9 December 2024

SCUR-Alpha 269 GmbH (in future: Caesar BidCo GmbH)