Voluntary public takeover offer of Project Neptune Bidco GmbH to the shareholders of Nexus AG

Disclaimer – Legal Notices

You have entered the website which Project Neptune Bidco GmbH has designated for the publication of documents and information in connection with its voluntary public takeover offer for the acquisition of all non-par value bearer shares of Nexus AG not directly held by it.

In order to be permitted access to this website, you are kindly requested to read and acknowledge the following legal notices.

On 5 November 2024, Project Neptune Bidco GmbH ("Bidder") a holding company controlled by investment funds managed and advised by affiliates of TA Associates Management, L.P., published its decision to launch a voluntary public takeover offer to the shareholders of Nexus AG ("Nexus Shareholders") to acquire all non-par value bearer shares of Nexus AG not directly held by it (the "Offer").

On this website you will find the offer document published on 18 November 2024, which contains the terms and conditions of the Offer in detail, the publication of the Bidder's decision to launch the Offer pursuant to Section 10 paras. 1 and 3 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") dated 5 November 2024, the publications of announcements pursuant to Section 23 WpÜG, as well as press releases and other information regarding the Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document on 18 November 2024. All information contained and documents made available on this website are for information purposes only, and to comply with statutory provisions, in particular those contained in the WpÜG and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany ("Germany") on the implementation of such an offer as well as to certain provisions on cross-border takeover offers under the securities laws of the United States of America (the "United States"). The Offer was not subject to review or registration proceedings of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator.

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

The Bidder and/or persons acting jointly with the Bidder and/or their subsidiaries may acquire, or make arrangements to acquire, Nexus AG shares in a manner other than pursuant to the Offer on or off the stock exchange during the Offer's term, provided that such acquisitions or acquisition arrangements are made outside of the United States and comply with the applicable German statutory provisions, in particular the WpÜG. Information about such acquisitions or acquisition arrangements will be published in German pursuant to Section 23 para. 2 WpÜG. The information will also be published in a non-binding English translation on this website.

It may be difficult for Nexus Shareholders who have their place of residence, seat, or habitual abode outside of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, seat, or habitual abode, in particular since Nexus AG is organized under the laws of Germany and registered at a commercial register maintained in Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, seat, or habitual abode of the relevant Nexus Shareholder. Nexus Shareholders may not be able to sue, in a court in their country of residence, seat, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, seat, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, seat, or habitual abode of the relevant Nexus Shareholder.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Offer outside of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or otherwise disseminate the offer document or other documents related to the Offer outside of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

The Offer is solely made pursuant to the terms and conditions of the Offer. The information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Nexus AG, should not be construed as legal, tax, financial, investment, accounting or other advice, or as a recommendation by the Bidder and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer may differ from the basic information contained on this website. The terms and conditions of the Offer are exclusively contained in the offer document published on 18 November 2024. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.