Disclaimer

Public Delisting Tender Offer of Südzucker AG to the shareholders of CropEnergies AG

You have accessed the website, which Südzucker AG (the “Bidder”) has designated for the publication of documents and information in connection with its public delisting tender offer to acquire all shares in CropEnergies AG not already directly held by Südzucker AG (the “Delisting Offer”).

The acceptance period for the Delisting Offer has expired. Therefore, the Delisting Offer cannot be accepted any more.

In order to access the documents and information on the Delisting Offer, visitors of this website are requested to confirm at the bottom of this page to have taken notice of the following legal information.

Disclaimer – Legal Notices

On 19 December 2023, the Bidder has published its decision to offer the shareholders of CropEnergies AG (“CropEnergies” and the “CropEnergies shareholders”, respectively) to acquire all shares in CropEnergies not directly held by the Bidder within the framework of Delisting Offer. On 17 January 2024, the Bidder has published the offer document pertaining to the Delisting Offer (the “Offer Document”) after approval of its publication by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Delisting Offer. The acceptance period for the Delisting Offer ended on 16 February 2024, 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time).

On the following website, you will find the publication of the decision to make the Delisting Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Section 39 of the German Stock Exchange Act (Börsengesetz – “BörsG”) dated 19 December 2023 as well as the Offer Document dated 17 January 2024, press releases and other information regarding the Delisting Offer. All information contained and documents made available on this website are for information purposes only, and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the offer document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung), the BörsG and other applicable laws in connection with the Delisting Offer. The Delisting Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Offer has not been subject to review or registration proceedings of any securities regulator outside the Federal Republic of Germany and has not been approved or recommended by any securities regulator.

CropEnergies shareholders whose place of residence, incorporation, or habitual abode is in the United States of America (the “United States”) should note that the Delisting Offer has been made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Offer Document has not and will not be filed with or approved by the U.S. Securities and Exchange Commission.

In the United States, the Delisting Offer has been made in reliance on the Tier II-exemption from certain requirements under the U.S. Exchange Act as well as certain regulations and ordinances issued thereunder. This exemption allows a bidder to comply with certain substantive and procedural rules of the U.S. Exchange Act applicable to tender offers by complying with the law or practice of the home jurisdiction, and exempts the respective bidder from complying with certain other rules of the U.S. Exchange Act. Therefore, the Delisting Offer is subject primarily to the disclosure requirements and other rules and procedural regulations of the Federal Republic of Germany that differ from those of the United States, including with respect to settlement procedures and the timing of payment. To the extent that the Delisting Offer is subject to U.S. securities laws, such laws apply solely to holders of shares in CropEnergies in the United States and no other person will have any rights under such laws.

CropEnergies shareholders whose place of residence, incorporation, or habitual abode is outside the Federal Republic of Germany may encounter difficulties in enforcing rights and claims governed by a law other than the law of the country of their residence, incorporation or habitual abode, as both the Bidder and CropEnergies are companies incorporated under German law and their respective board members may be resident in a country other than the country of residence, incorporation or habitual abode of the CropEnergies shareholder concerned. CropEnergies shareholders may therefore not be in a position to sue a foreign company or the members of its governing bodies in the country of their residence, incorporation or habitual abode. Furthermore, difficulties may arise in enforcing decisions of a court in the country of residence, incorporation or habitual abode of the respective CropEnergies shareholder outside the country of residence, incorporation or habitual abode of the respective CropEnergies shareholder. In particular, the members of the governing bodies reside outside the United States and, as a result, it may be difficult to sue the members of the governing bodies or the Bidder in the United States or in or to enforce a court judgment against them in the United States.

The publication, dispatch, distribution or dissemination of the Offer Document or other documents related to the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The Offer Document and other documents related to the Delisting Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the Offer Document other documents related to the Delisting Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the Offer Document or other documents related to the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

The acceptance period for the Delisting Offer has expired. Therefore, the Delisting Offer cannot be accepted any more. Apart from the meanwhile expired Delisting Offer, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in CropEnergies or the Bidder and do not aim or intend to issue a guarantee or constitute any other legal obligation of the Bidder.

The terms of the Delisting Offer may differ from the basic information described on the following pages.

Access to this website, and any acceptance of the Delisting Offer, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be or may have been subject to legal restrictions. CorpEnergies shareholders outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the United States are advised to inform themselves of the relevant applicable statutory provisions and to comply with them. The Bidder assumes no responsibility for determining whether accessing this website or accepting the Delisting-Offer from outside such jurisdictions is or has been permissible under applicable law.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Südzucker AG, its affiliates or its brokers may purchase, or conclude agree-ments to purchase, shares of CropEnergies AG, directly or indirectly, outside of the scope of the Delisting Offer. This also applies to other securities, which are directly convertible into, exchangeable for, or exercisable for shares of CropEnergies AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction as well as on this offer website.

I hereby confirm that I have read the above legal notices and information.