ZEAL Network SE: Capital reduction through cancellation of treasury shares and public share repurchase offer

NOT FOR PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, WITHIN OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE DOING SO WOULD BE IN VIOLATION OF APPLICABLE LAW. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

(Hamburg, 6 November 2024) The Management Board of ZEAL Network SE has resolved, with the consent of the Supervisory Board, based on the authorizations granted by the General Meetings of 30 June 2022 and 25 September 2019 on the use of treasury shares, to cancel all 733,851 currently held treasury shares and to reduce the share capital from €22,396,070.00 by €733,851.00 to €21,662,219.00. After the capital reduction takes effect, the number of shares issued will decrease accordingly by 733,851 shares with a pro rata amount of the share capital of €1.00 per share.

The Management Board has furthermore resolved, with the consent of the Supervisory Board, based on the authorization granted by the General Meeting of 30 June 2022, that the Company will make a public repurchase offer to its shareholders for up to 568,181 no-par value registered shares of the Company (ISIN DE000ZEAL241). This corresponds to up to approximately 2.62% of the Company's share capital after implementation of the capital reduction described above. It is intended to cancel the shares acquired through the repurchase offer by reducing the share capital.

The acceptance period for the repurchase offer starts on Monday, 18 November 2024 and ends at midnight (local time Frankfurt am Main, Germany) on Friday, 29 November 2024, subject to extension.

The offer price per share tendered for repurchase is €44.00.

If more than 568,181 shares are tendered for repurchase under the repurchase offer, declarations of acceptance will be considered on a pro rata basis, with acceptances of up to 100 shares being given preferential consideration.

Further details of the repurchase offer are contained in the offer document, which will be published on 18 November 2024 on the Company's website (www.zealnetwork.de) in the section "Investoren / Aktienrückkauf 2024" and in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) (German language only). In addition, the Company will publish a non-binding English translation of the offer document on its website (www.zealnetwork.de) in the section "Investors / Repurchase Offer 2024".

IMPORTANT NOTICE

This announcement and any materials published in connection therewith are not for publication, distribution or dissemination, in whole or in part, directly or indirectly, in, within or from the United States of America or any other country where doing so would constitute a violation of the applicable laws of such country. They are not directed to, or intended for publication, distribution or dissemination to or intended for use by such persons who are citizens or residents of the United States of America or of any state, country or other jurisdiction in which the publication, distribution or dissemination or use of the announcement and any related materials would be in violation of applicable law or would require registration or admission of any kind in such jurisdiction. This announcement does not constitute an offer of securities for sale or the solicitation of an offer to purchase securities of the Company in the United States, Germany or any other jurisdiction.