EQS-Adhoc

va-Q-tec AG: Prospective amount of cash settlement and compensation under the planned domination and profit and loss transfer agreement

EQS-Ad-hoc: va-Q-tec AG / Key word(s): Offer/Contract va-Q-tec AG: Prospective amount of cash settlement and compensation under the planned domination and profit and loss transfer agreement 10-Jul-2023 / 15:33 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. va-Q-tec AG: Prospective amount of cash settlement and compensation under the planned domination and profit and loss transfer agreement Würzburg, 10 July 2023. va-Q-tec AG (ISIN DE0006636681 / WKN 663668, the “Company”) was informed today by its major shareholder, Fahrenheit AcquiCo GmbH, a holding company controlled by EQT Private Equity, that in the context of the domination and profit and loss transfer agreement currently under negotiation between Fahrenheit AcquiCo GmbH as the controlling company and the Company as the controlled company, it proposes a severance payment pursuant to Section 305 of the German Stock Corporation Act (AktG) of EUR 21.80 per va-Q-tec share. Furthermore, it proposes an annual compensation amount pursuant to Section 304 AktG of EUR 1.18 gross, less the corporation tax (including solidarity surcharge) to be paid by va-Q-tec AG on this amount. On the basis of the current corporation tax rate (including solidarity surcharge), this would result in a compensation amount of EUR 1.16 per va-Q-tec share. The Company considers the proposed amount of the severance payment and the annual compensation amount to be appropriate and consequently concurs with the proposals of Fahrenheit AcquiCo GmbH regarding the amount of the severance payment pursuant to Section 305 AktG and the annual compensation amount pursuant to Section 304 AktG. The proposed amount of the severance payment and the annual compensation amount were determined by Fahrenheit AcquiCo GmbH on the basis of the preliminary findings of an expert opinion prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Eschborn (“EY”). EY had been jointly engaged as an independent expert by the Company’s management board and the managing board of Fahrenheit AcquiCo GmbH to determine an appropriate amount for the severance payment and an annual compensation amount in the context of the intended conclusion of a domination and profit and loss transfer agreement. The appropriateness of the severance payment and annual compensation amounts also forms the subject of the audit by the contract auditor Ebner Stolz GmbH & Co. KG, Cologne (“Ebner Stolz”) selected and appointed by the court at the joint request of the Company’s management board and the managing board of Fahrenheit AcquiCo GmbH. To this extent, a reservation still exists insofar as this audit has not yet been completed.