ENCAVIS AG: Management Board and Supervisory Board recommend the acceptance of the Public Delisting Acquisition Offer by KKR - Seite 2

The Management Board and the Supervisory Board consider the offer price of EUR 17.50 in cash per Encavis share to be fair and adequate. In preparation of the reasoned statement on the Bidder’s previous takeover offer (also with an offer price of EUR 17.50 per Encavis share), the Management Board and the Supervisory Board had each obtained so-called fairness opinions to assess the financial adequacy of the offer price, with the Management Board being advised by Goldman Sachs and the Supervisory Board by Lazard. Both Goldman Sachs and Lazard had confirmed that, with respect to the Bidder’s takeover offer, the offer price of EUR 17.50 is fair from a financial point of view. In preparation of the reasoned statement on the delisting acquisition offer, the Management Board and the Supervisory Board have refrained from obtaining one or more additional or updated fairness opinions. After conducting a thorough review independently of each other, the Management Board and the Supervisory Board are of the opinion that there have been no material financial changes to the actual situation on which the reasoned statement for the takeover offer that could lead to a higher valuation of the Company and thus to a different assessment of the financial adequacy of the offer price.

The offer price of EUR 17.50 meets the requirements for the statutory minimum offer price and represents a premium of 54.20 percent on the XETRA closing price of the Encavis share on 5 March 2024, the day press reports on takeover speculation and the ad hoc release of Encavis have been published, according to which the Company is in talks with KKR about a potential transaction. The offer price also represents a premium of 34.50 percent on the volume-weighted average stock exchange price of the last six months up to and including 5 March 2024, as well as a premium of 34.10 percent on the volume-weighted average stock exchange price of the last six months up to and including 13 March 2024, the day before the announcement of the takeover offer by the Bidder. The offer price also exceeds the median of analysts’ target prices for the Encavis shares published in the last three months up to and including 5 March 2024 by approximately 9.4 percent.