Consensual termination of the appraisal proceedings on the squeeze-out at WMF AG: increase of the cash compensation to EUR 72 (ordinary shares) and EUR 71 (preference shares) respectively

Convenience translation

On January 20, 2015, the extraordinary shareholders' meeting of WMF AG resolved, at the request of the respondent, WMF GmbH (formerly Finedining Capital AG), to transfer the ordinary and preference bearer shares of the minority shareholders of WMF AG to the respondent as principal shareholder in return for payment of an appropriate cash compensation in the amount of EUR 58.37 per ordinary and preference share of WMF AG. The transfer resolution was entered in the commercial register of WMF AG on March 13, 2015 with the note pursuant to Section 62 para. 5 sentence 7 UmwG that it would only become effective simultaneously with the entry of the merger in the commercial register of the principal shareholder. The registration of the merger took place on March 23, 2015, with the result that the transfer resolution became effective and all shares of the minority shareholders of WMF AG were transferred to the Respondent by operation of law. At the same time, the merger became effective and WMF AG ceased to exist. The electronic announcement of the registration of the merger resolution pursuant to Section 10 HGB was made on March 24, 2015.

Former minority shareholders have applied for the judicial determination of the appropriate cash compensation pursuant to Sec. 62 (5) Sentence 8 UmwG, 327f AktG and have objected to the appropriateness of the determined cash compensation with various objections and with individually different levels of substantiation.

Having said this, the applicants, the Respondent and the Common Representative agree as follows:

A.

1. The Respondent shall increase the cash compensation originally fixed at EUR 58.37 per ordinary and preference share in the context of the merger-related squeeze-out - by way of a genuine contract in favor of third parties (Sec. 328 German Civil Code) - for all former minority shareholders of WMF AG, who have left the Company as a result of the effectiveness of the transfer resolution, by EUR 13.63 per ordinary share ("Increase Amount Ordinary Shares") to now EUR 72.00 per ordinary share of WMF AG and by EUR 12.63 per preference share ("Increase Amount Preference Shares"); together the "Increase Amounts") to now EUR 71.00 per preference share of WMF AG. The Increase Amounts shall bear interest as of March 25, 2015 (first day of the interest run) pursuant to Sec. 62 para. 5 sentence 8 UmwG, Sec. 327b para. 2 1st half of the German Stock Corporation Act (AktG), i.e. at an annual rate of 5 percentage points above the respective prime rate pursuant to Sec. 247 BGB. Interest in excess of this is excluded. According to the Settlement, those former minority shareholders of WMF AG who left the Company as a result of the transfer resolution taking effect on 23 March 2015 are entitled to claim.  (...)

KROMI Logistik AG: TGV sets cash payment for intended squeeze-out under stock corporation law at EUR 8.50 / Cash payment is higher than the calculated pro rata company value per share

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Hamburg, January 10, 2023 – The majority shareholder of KROMI Logistik AG (ISIN DE000A0KFUJ5), Investmentaktiengesellschaft für langfristige Investoren TGV, based in Bonn, has today notified the Managing Board of KROMI Logistik AG that it has now set the cash payment for the transfer of the shares held by the remaining shareholders (non-controlling shareholders) of KROMI Logistik AG to Investmentaktiengesellschaft für langfristige Investoren TGV, as the majority shareholder, at EUR 8.50 per ordinary bearer share in KROMI Logistik AG, as intended.

As part of a company valuation, Investmentaktiengesellschaft für langfristige Investoren TGV calculated that the pro rata company value per KROMI Logistik AG share amounts to EUR 7.21.

The appropriateness of the cash payment of EUR 8.50 (including the calculated pro rata company value of EUR 7.21 per share) was audited and confirmed by court-appointed auditor Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft.

The resolution required for the transfer of the shares is to be passed at the Annual General Meeting of KROMI Logistik AG, which is to be held on February 27, 2023.

Nikon’s Public Takeover Offer for SLM Successful

Tokyo, Japan, January 20, 2023 – Nikon Corporation (“Nikon”) announced the fulfilment of all closing conditions for the voluntary public takeover offer (the “Takeover Offer”) by Nikon AM. AG (the “Bidder”), a direct subsidiary of Nikon, for the shares (ISIN DE00A111338 and ISIN DE000A289BJ8) of SLM Solutions Group AG (“SLM”) as well as for the parallel voluntary tender offer for the acquisition of all convertible bonds issued by SLM and due in 2026 (the “Bonds Offer”).

Toshikazu Umatate, CEO of Nikon, commented: “We are very pleased that our transaction has progressed successfully, and we are looking forward to partnering with SLM. We value SLM’s capabilities in the metal additive manufacturing space, and together we can provide holistic solutions at an accelerated pace to customers in a variety of industries around the world. We look forward to enhancing and growing our digital manufacturing business, which we are confident will lead to a revolution in global mass-production.”

Sam O’Leary, CEO of SLM, said: “With its deep expertise in developing cutting-edge opto-electronic technology and precision equipment, Nikon is the perfect partner for SLM. Together with Nikon, we will further strengthen our leading position in integrated metal additive manufacturing through consistently raising the bar in this innovation-centric environment. We have demonstrated the relevance of our technology to every major industry, and with Nikon we are confident we will expand our customer base even further.”

The settlement of the Takeover Offer and the Bonds Offer will be effectuated within five banking days from January 20, 2023, following the announcement regarding the fulfilment of all closing conditions, i.e. latest on January 27, 2023.

Linde Shareholders Approve Proposal to Delist from Frankfurt Stock Exchange

Woking, UK, January 18, 2023 – Linde plc (NYSE:LIN; FWB:LIN) today announced its shareholders have approved the company’s proposal for an intercompany reorganization that will result in the delisting of its ordinary shares from the Frankfurt Stock Exchange.

Preliminary voting results indicate that at least approximately 93% of the votes cast on each of the delisting proposals were cast in favor at the Court Meeting and the Extraordinary General Meeting of Shareholders held today. The total number of votes cast represented approximately 78% of total Linde plc shares outstanding. Following the completion of legal and regulatory approvals, Linde anticipates that the intercompany reorganization and delisting process will be completed, and its ordinary shares will be delisted from the Frankfurt Stock Exchange, on or about March 1, 2023.

In connection with the closing of the intercompany reorganization, Linde shareholders will automatically receive one share of the new holding company, to be listed on the New York Stock Exchange in exchange for each share of Linde plc they own. The new holding company will also be named “Linde plc” and will trade under the existing ticker “LIN”.

Linde will file a Form 8-K with the US Securities and Exchange Commission that will provide a full breakdown of the final voting results within the next four days.

About Linde

Linde is a leading global industrial gases and engineering company with 2021 sales of $31 billion (€26 billion). We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain and protect our planet.

The company serves a variety of end markets including chemicals & energy, food & beverage, electronics, healthcare, manufacturing, metals and mining. Linde's industrial gases are used in countless applications, from life-saving oxygen for hospitals to high-purity & specialty gases for electronics manufacturing, hydrogen for clean fuels and much more. Linde also delivers state-of-the-art gas processing solutions to support customer expansion, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com

Takeover offer for shares in Vantage Towers AG accepted in the amount of 7.17% - further acceptance period until January 27, 2023

(convenience translation)

Oak Holdings GmbH, Düsseldorf, Germany, (the "Bidder") published the offer document (the "Offer Document") for its voluntary public takeover offer (cash offer) to the shareholders of Vantage Towers AG, Düsseldorf, Germany, to acquire their registered no-par value shares in Vantage Towers AG (ISIN DE000A3H3LL2) ("Vantage Towers Shares") against payment of a cash consideration in the amount of EUR 32.00 per share in Vantage Towers AG (the "Takeover Offer"). The acceptance period of the Takeover Offer ended on January 10, 2023, 24:00 hours (local time Frankfurt am Main, Germany). 

1. Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG 

- By the end of the acceptance period on January 10, 2023, 24:00 hours (local time Frankfurt am Main, Germany, the "Notification Date"), the Takeover Offer was accepted for a total of 36,265,969 Vantage Towers shares. This corresponds to approximately 7.17% of the share capital and voting rights of Vantage Towers AG. 

- On December 19, 2022, the intended restructuring of the Vodafone Group has been completed with the effects described in Section 6.2.2 (ii) of the Offer Document. 

- Vodafone GmbH, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, directly held 413,347,708 Vantage Towers Shares as of the Reporting Date. This corresponds to a share of approximately 81.72% of the share capital and voting rights of Vantage Towers AG. The voting rights of the 413,347,708 Vantage Towers Shares were attributed to the other Controlling Vodafone Parties (as defined in Section 6.2.2 (i) of the Offer Document) as of the Reporting Date with the exception of Oak Holdings 1 and Oak Holdings 2 pursuant to Section 30 para. 1 sentence 1 no. 1 and sentence 3 WpÜG.

- Vodafone Group Plc, a person acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG, had accepted the Takeover Offer for its 20,833,333 Vantage Towers Shares (corresponding to a share of approximately 4.12% of the share capital and voting rights of Vantage Towers AG) as of the Reporting Date. These 20,833,333 Vantage Towers shares are therefore already included in the total number of Vantage Towers shares for which the takeover offer was accepted pursuant to No. 1.1 of this announcement. 

- Oak Consortium GmbH, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, had the right on the Reporting Date to acquire shares in Oak Holdings 1 GmbH (as described in Sections 6.6 and 6.7.3 (ii) of the Offer Document), which in combination with the conclusion of the Shareholders' Agreement (as described in Section 8.2 of the Offer Document) will convey joint control over Oak Holdings 1 GmbH in accordance with the principles of multiple parent control. As of the Reporting Date, this right constituted an instrument within the meaning of section 38 para. 1 no. 2 WpHG of Oak Consortium GmbH and (indirectly) the other Further Consortium Control Acquirers (as defined in section 6.5 of the Offer Document), which are also persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, with respect to 413,347,708 voting rights of Vantage Towers AG (corresponding to a share of approximately 81.72% of the share capital and voting rights of Vantage Towers AG). 

- In addition, neither the Bidder, nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, nor their subsidiaries held Vantage Towers shares, related instruments pursuant to sections 38, 39 WpHG or claims for the transfer of Vantage Towers shares as of the reporting date. Nor were any other voting rights from Vantage Towers shares pursuant to section 30 WpÜG attributable to them on the reporting date. 

- Occurrence of a condition of completion 

Pursuant to Section 13.1 of the Offer Document, the Takeover Offer and the agreements entered into with the shareholders of Vantage Towers AG as a result of the acceptance of the Takeover Offer will only be consummated if the Bidder has effectively waived the occurrence of the conditions of consummation specified therein up to one business day prior to the expiry of the Acceptance Period (and prior to the non-occurrence of the respective condition of consummation) or if the conditions of consummation have occurred within the periods specified therein. The condition of completion under Section 13.1.3 ("No Prohibition and No Illegality") of the Offer Document has occurred. The Takeover Offer is therefore still subject to the fulfilment of the conditions for completion under section 13.1.1 ("Approvals under merger control law") and section 13.1.2 ("Approvals under foreign trade law") bullet points (ii) to (vii) of the Offer Document. 

- Additional Acceptance Period 

Shareholders of Vantage Towers AG who have not yet accepted the takeover offer may still accept the takeover offer pursuant to section 16 para. 2 sentence 1 WpÜG within two weeks after the announcement hereby made, i.e. in the period from

January 14, 2023 until January 27, 2023, 24:00 hours (Frankfurt am Main local time). 

The final number of Vantage Towers shares for which the offer has been accepted after the end of the additional acceptance period will be announced as soon as it has been determined, which is expected to be on February 1, 2023. 

Important Notice 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Vantage Towers AG. The terms and conditions and other provisions relating to the takeover offer by Oak Holdings GmbH to the shareholders of Vantage Towers AG are set out in the offer document. Investors and shareholders of Vantage Towers AG are strongly advised to read the offer document and all other communications and documents relating to the takeover offer as they contain important information.

The publication is available

on the Internet at: https://angebot.wpueg.de/websites/1092_ma/German/1000/bekanntmachungen.html

AURELIUS Equity Opportunities to seek segment change

Corporate News

- Corporate News Segment change from qualified Open Market (m:access) to general Open Market intended

- Considerable savings of time and money for the company

- Rights of shareholders linked to their shares will be preserved

Grünwald, January 16, 2023 – The Board of Directors of the general partner of AURELIUS Equity Opportunities SE & Co. KGaA (ISIN DE000A0JK2A8) will seek a segment change. The company assumes that its shares will be traded in the general Open Market at a stock exchange after a transition period. The current inclusion in the qualified Open Market (m:access segment of the Munich Stock Exchange) will end. The decision was reached after carefully weighing the advantages and disadvantages of the quotation of the shares.

AURELIUS Equity Opportunities has undergone a substantial transformation in the last 15 years, developing from a turnaround investor focused on Germany to a member of the pan-European AURELIUS Group specializing in private equity, private debt, and real estate.

Already since 2013, there has been no need for the company to make use of the funding possibilities afforded by the quotation of the shares in the qualified Open Market to raise equity capital. At the same time, the financial and regulatory effort entailed by the quotation of the shares in this segment, which in some cases also creates disadvantages for the company’s day-to-day business, has risen considerably in the last few years. The intended segment change was decided after a careful assessment of the corresponding advantages and disadvantages, on the basis of which it was determined that a quotation of the shares in the qualified Open Market is no longer necessary.

Therefore, the Board of Directors resolved today to file an application to revoke the quotation of the shares of AURELIUS Equity Opportunities SE & Co. KGaA in the m:access segment and to revoke the inclusion in the Open Market of the Munich Stock Exchange. AURELIUS Equity Opportunities further assumes that its shares will be traded in the general Open Market at another stock exchange in the future as well.

The rights of existing shareholders linked to their shares will be preserved after this segment change. The exact timing of the discontinuation of trading will depend on the corresponding decision to be made by the Munich Stock Exchange. The transition period could last for up to one year or possibly longer.

ABOUT AURELIUS

AURELIUS is a pan-European alternative investment firm. Deep operational expertise and experience enable AURELIUS to accelerate value creation within its portfolio companies. The Group has offices in London, Luxembourg, Munich, Amsterdam, Stockholm, Madrid, Milan, and Dusseldorf.

Our key investment platforms are AURELIUS European Opportunities IV fund and the listed AURELIUS Equity Opportunities SE & Co. KGaA (ISIN: DE000A0JK2A8, Ticker Symbol: AR4), which specialise in corporate carve-out transactions and acquiring companies with development potential in the mid-market. The investment strategy’s core element is growth of its portfolio companies, supported by a team of almost 100 operating taskforce experts.

AURELIUS Group additionally operates in the areas of growth capital, real estate and alternative lending solutions. AURELIUS Growth Investments participates in leveraged buyouts in mid-market succession situations. AURELIUS Real Estate Opportunities focuses on real estate investments, the value of which can be increased in the long-term by means of active management. AURELIUS Finance Company provides flexible lending solutions to firms across Europe.

With its group charity AURELIUS Refugee Initiative e.V., AURELIUS provides comprehensive support to refugees on their way towards a better life.

To find out more, visit www.aurelius-group.com