Zorro Bidco S.? r.l., corporate

Zorro Bidco S.? r.l.,

08.11.2021 - 07:44:30

More than 80 percent of shareholders support the takeover offer by Zorro Bidco for zooplus - delisting offer for remaining shares announced

Christian Falkowski Phone: +49 171 8679950 Email: christian.falkowski@fgh.comFor EQT Isabel Henninger Phone: +49 174 940 9955 Email: eqt-offer@kekstcnc.com Finn McLaughlan Phone: +44 77 1534 1608 Email: eqt-offer@kekstcnc.com

Important note regarding the takeover offer:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of zooplus AG (also the "Company"). The definitive terms and conditions of the public takeover offer, as well as further provisions concerning the public takeover offer, are published in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin), and in the offer amendment. Investors and holders of shares in the Company are strongly advised to read the offer document, the offer amendment and all other relevant documents regarding the public takeover offer, since they contain or will contain important information.

The public takeover offer is published exclusively under the laws of the Federal Republic of Germany, in particular according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und ?bernahmegesetz) and certain applicable provisions of U.S. securities law. The public takeover offer and the offer amendment documentation have additionally been published at www.hf-offer.de. Any contract that is concluded on the basis of the public takeover offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permissible under applicable law or regulation, Zorro Bidco S.? r.l. and its affiliates or brokers (acting as agents for Zorro Bidco S.? r.l. or its affiliates, as applicable) may from time to time before, during or after the period in which the public takeover offer remains open for acceptance, and other than pursuant to the public takeover offer, directly or indirectly purchase, or arrange to purchase, shares of the Company, that may be the subject of the public takeover offer, or any securities that are convertible into, exchangeable for or exercisable for shares of the Company. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the U.S. Securities Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to Zorro Bidco S.? r.l. may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Important note regarding the Delisting Offer:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell zooplus-Shares. The definite terms and conditions of the Delisting Offer, as well as further provisions concerning the Delisting Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of zooplus-Shares are strongly advised to read the offer document and all other documents regarding the Delisting Offer when they become available, as they will contain important information.

The Delisting Offer will be published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. capital markets laws. Any contract concluded on the basis of 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.

To the extent permitted by applicable law and in accordance with German market practice, the Bidder, its affiliates or brokers acting on its behalf may directly or indirectly acquire zooplus-Shares or enter into agreements to do so outside the Delisting Offer before, during or after the expiry of the acceptance period. This also applies to other securities which grant a direct conversion or exchange right into or an option right on zooplus-Shares. Such acquisitions may be effected on the stock exchange at market prices or outside the stock exchange at negotiated terms. If such purchases or arrangements to purchase are made, they will be made outside the United States and will comply with applicable law, including the US Securities Exchange Act of 1934. All information regarding such acquisitions will be published to the extent required by the laws of the Federal Republic of Germany or of any other relevant jurisdiction.

08.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at www.dgap.de

1246806??08.11.2021?

@ dgap.de