Warwick Holding GmbH

Public Delisting Tender Offer

You have entered the website which Warwick Holding GmbH has designated for the publication of documents and information in connection with its public delisting tender offer pursuant to the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) and the German Stock Exchange Act (Börsengesetz) (“BörsG”) (the “Delisting Offer”) for all shares of VTG Aktiengesellschaft.

In order to access further information in connection with the Delisting Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

Warwick Holding GmbH (the “Bidder”) publishes on the following pages information concerning the Delisting Offer. The Delisting Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the BörsG, the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers with a limited U.S. shareholder base. The offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Delisting Offer or of the offer document containing the Delisting Offer (the “Offer Document”) have been or will be applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.

The Delisting Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany.

The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Delisting Offer outside the Federal Republic of Germany being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, the Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the non-compliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell shares in VTG Aktiengesellschaft. With the exception of the Offer Document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase shares in VTG Aktiengesellschaft.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Warwick Holding GmbH or its brokers may purchase, or conclude agreements to purchase, shares in VTG Aktiengesellschaft, directly or indirectly, outside of the scope of the public Delisting Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in VTG Aktiengesellschaft. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Delisting Offer for VTG Aktiengesellschaft, for those shareholders of VTG Aktiengesellschaft who choose not to accept the Delisting Offer or for future financial results of VTG Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

By selecting the “I confirm” button, you warrant that you have read the legal notice above.

 

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