11 August 2025

Leonardo Art Holdings GmbH: Beowolff Capital Secures 97.17% of all artnet Shares – Additional Acceptance Period Ends on August 22

Corporate News

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- Beowolff Capital secured c. 97.17% of artnet’s entire share capital at the end of the acceptance period

- Additional acceptance period allows shareholders to accept the attractive all-cash offer of €11.25 per artnet share until August 22, 2025

- Delisting is expected to take effect at the end of the additional acceptance period and will result in significantly reduced liquidity and tradability of artnet shares

- Managing Board and Supervisory Board of artnet recommend shareholders accept the offer and Beowolff Capital remains committed to supporting artnet’s long-term growth

London, U.K. – August 8, 2025: Leonardo Art Holdings GmbH, an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today announced that 1,531,983 artnet shares were tendered into the voluntary public takeover and delisting offer (the “Offer”) for artnet AG (“artnet”) during the acceptance period, which ended on August 5, 2025. This corresponds to approximately 26.85% of all outstanding artnet shares. Including share purchases and binding agreements with shareholders, Beowolff Capital has thus secured a total stake of approximately 97.17% in artnet to date.

artnet shareholders who have not tendered their shares can still accept the Offer at the price of €11.25 per share (the “Offer Price”) during the additional acceptance period of the Offer, which ends on August 22, 2025. The Offer Price implies a significant premium of c. 97% to the undisturbed XETRA closing price of artnet shares on March 3, 2025. This is the final period during which artnet shareholders can immediately crystallize the value of their shares and accept the Offer. The revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (the “delisting”) is expected to take place upon expiration of the additional acceptance period.

Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “We are pleased with the strong support shown by artnet’s shareholders. The high tender rate underscores the trust placed in Beowolff Capital and our shared vision for artnet’s next chapter. We remain committed to accelerating artnet’s development and competitiveness, operating as a privately held company with greater agility. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools – this not only compliments artnet’s value proposition but brings the necessary resources to realize artnet’s long-term growth strategy.”

Moreover, in the joint reasoned statement on the Offer published on July 22, 2025, the Managing Board and Supervisory Board of artnet expressed that the Offer is in the best interest of the company and its stakeholders and recommend that shareholders accept the Offer. artnet shareholders who still wish to accept the Offer should promptly contact their respective custodian bank or any other securities services company where their artnet shares are being held. The Offer is subject to the terms set out in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”).

Subject to customary conditions and caveats, artnet will apply for the delisting with effect from the expiry of the additional acceptance period of the Offer and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting terminates artnet's comprehensive disclosure obligations under capital market law. Beowolff Capital does not intend to enter into a domination and/or profit and loss transfer agreement with artnet for a period of at least two years after settlement of the Offer.

The Offer Document and other information relating to the Offer are published on the following website: www.leonardo-offer.com.

Advisors

Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction.

About the Beowolff Capital team

Andrew Wolff is the Chief Executive Officer of Beowolff Capital. He has been a private market investor for 30 years in the United States, Europe, and Asia. He spent the bulk of his career at Goldman Sachs, where he was most recently the Global Co-Head of the Merchant Banking Division and the Global Co-Head of the Corporate Equity Investing business. Andrew also served as the Co-CIO of Goldman Sachs’ flagship private equity funds. He was named partner in 2006. Andrew earned a B.A. in Philosophy from Yale University, and a J.D. and M.B.A. from Harvard Law and Business Schools.

Jan Petzel is the Chief Investment Officer of Beowolff Capital, with 27 years of experience investing in and building businesses across Europe, the United States, and Asia. He started his career at McKinsey & Company, helping clients drive cross-border integrations, organizational transformations, and sales growth. In 2003, Jan joined Goldman Sachs’ Merchant Banking Division, rising to Managing Director in 2011 and later leading Private Credit for Germany and Northern Europe. Since leaving Goldman Sachs, he has invested his own and third-party capital into the clean tech and fintech sectors. Jan holds a Master of Engineering from ETH Zurich, was a visiting scholar at MIT, and earned his M.B.A. at Harvard Business School.

To find out more, visit: www.beowolff.com.

ABOUT YOU Holding SE: Zalando-subsidiary ABYxZAL Holding submits substantiated squeeze out-request and determines cash compensation for ABOUT YOU minority shareholders at EUR 6.50

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Hamburg, August 11, 2025 – ABYxZAL Holding AG (“ABYxZAL Holding“), with registered office in Hamburg, registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) Hamburg under HRB 189825, today substantiated its squeeze-out request to the management board of ABOUT YOU Holding SE (the “Company”) and informed them of the cash compensation it has determined.

By letter dated March 7, 2025, Zalando SE, which directly holds all shares in ABYxZAL Holding, already expressed its firm intention to implement a squeeze-out of the minority shareholders of the Company in return for an appropriate cash compensation, either directly or through a subsidiary. By letter dated June 19, 2025, ABYxZAL Holding submitted the request that the Company shall convene a general meeting to resolve on the transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in connection with the merger of the Company and ABYxZAL Holding by way of absorption pursuant Section 62 para. 1 and para. 5 UmwG in conjunction with Sections 327a ff. AktG and Article 9 para. 1 (c) (ii). Article 10 of Counsil Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) (so-called merger squeeze-out).

ABYxZAL Holding has informed the Company that it directly holds approximately 90.55% and, after deduction of the treasury shares held by the Company itself, approximately 91.45% of the Company’s share capital. This makes ABYxZAL Holding the majority shareholder in accordance with the relevant legal provisions.

ABYxZAL Holding also informed the Company that it had determined the amount of the appropriate cash compensation for the transfer of the shares of the minority shareholders of the Company in the amount of EUR 6.50 per no-par value bearer share of the Company. The appropriateness of the cash compensation is currently still being reviewed by the court-appointed expert auditor. The audit is expected to be completed on August 12, 2025. However, according to ABYxZAL Holding, the court-appointed expert auditor has already indicated that, based on the current status, he will confirm the appropriateness of the cash compensation.

The conclusion and notarization of a merger agreement between the Company and ABYxZAL Holding is scheduled to take place on August 12, 2025. The merger agreement will contain the provision that in connection with the merger, the minority shareholders of the Company are to be excluded from the Company.

The transfer of the shares of the minority shareholders of the Company to ABYxZAL Holding in return for an appropriate cash compensation in the amount of EUR 6.50 per no-par value bearer share of the Company is to be resolved at an extraordinary general meeting of the Company, which is expected to be held on September 22, 2025.

The merger squeeze-out will take effect once the transfer resolution of the Company’s general meeting and the merger have been registered in the commercial register at the registered office of the Company and the merger has also been registered in the commercial register at the registered office of ABYxZAL Holding.

Nexus AG: Submission of a Specified Squeeze-Out Demand by Project Neptune Bidco GmbH / Cash Compensation Set at EUR 70.00 per Share by Project Neptune Bidco GmbH

Public disclosure of inside information according to article 17 MAR

Donaueschingen, 11 August 2025 – Project Neptune Bidco GmbH, a holding company controlled by investment funds advised and managed by affiliates of TA Associates Management, L.P., today has submitted to Nexus AG (Ticker: NXU; ISIN: DE0005220909) a confirmation and further specification of its demand dated 28 April 2025 pursuant to Section 327a para. 1 of the German Stock Corporation Act (Aktiengesetz, "AktG"), requesting that the general meeting of Nexus AG resolve on the transfer of all shares held by the remaining shareholders (minority shareholders) to Project Neptune Bidco GmbH, as the majority shareholder, in exchange for payment of an appropriate cash compensation (the so-called squeeze-out under stock corporation law). In this context, Project Neptune Bidco GmbH has informed Nexus AG that the cash compensation to be paid to the minority shareholders in accordance with Section 327b para. 1 AktG has been determined at EUR 70.00 per share.

The statutory squeeze-out becomes effective only upon the adoption of the respective resolution by the general meeting and its registration in the commercial register. The general meeting of Nexus AG, at which the resolution regarding the squeeze-out is to be adopted, is scheduled to be convened for 25 September 2025.