EQS-WpÜG

Takeover Offer / Target company: ENCAVIS AG; Bidder: Elbe BidCo AG (currently still named Blitz 21-823 AG) - Seite 2

Taking into account potential dilution through the conversion of convertible bonds, the Takeover Offer will be subject to a minimum acceptance threshold of 54.285% of all outstanding Encavis Shares (including approx. 18 % of the Encavis Shares, that the Bidder will, in each case based on separate agreements, purchase from members of an existing pool of investors and other major shareholders and further approx. 13 % of the Encavis Shares acquire as part of a roll-over) and certain other conditions to be set out in the offer document, such as regulatory clearances and other customary conditions.

Today, the Bidder and Encavis signed an Investment Agreement regarding the terms and conditions of a strategic investment by the Bidder in Encavis. The Management Board and the Supervisory Board of Encavis, which have approved the conclusion of the Investment Agreement today, explicitly support the Takeover Offer, subject to their review of the offer document yet to be published by the Bidder and their fiduciary duties. The Management Board and the Supervisory Board intend to recommend the acceptance of the Takeover Offer to the shareholders of Encavis. In the Investment Agreement, the Bidder undertook, inter alia, not to conclude a domination and/or profit and loss transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) with Encavis for a period of at least two years after consummation of the Takeover Offer.

Also today, the Bidder and the members of the existing pool of investors and other major shareholders signed a framework agreement. According to such framework agreement, the such investors will transfer its Encavis Shares to the Bidder outside of the Takeover Offer, partly against payment of a cash consideration equal to the offer price and partly against a reinvestment in the Bidder by way of roll-over. Viessmann Group GmbH & Co KG will invest as an indirect shareholder in the Bidder.

The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published and available on the internet at www.elbe-offer.com.

Important Information:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Encavis Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of Encavis Shares are strongly advised to read the offer document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.elbe-offer.com.