LEGAL NOTICE - IMPORTANT
Public Delisting Repurchase Offer of Francotyp-Postalia Holding AG to the Shareholders of Francotyp-Postalia Holding AG
Access to the public delisting repurchase offer
Please read this notice carefully.
You have accessed the website provided by Francotyp-Postalia Holding AG (“FP” or the “Company”) for the publication of documents and information in connection with the public delisting repurchase offer to acquire all shares of FP pursuant to the German Stock Exchange Act (Börsengesetz, “BörsG”) in conjunction with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”)
Shareholders of FP are requested to confirm that they have read the following legal information at the bottom of the page in order to be redirected to the website for the public delisting repurchase offer.
Important legal information
FP has decided on 12 May 2025 to offer to its shareholders to acquire all bearer shares (auf den Inhaber lautende Stückaktien) of FP with a pro rata amount of the share capital of FP of EUR 1.00 each (DE000FPH9000, “FP Shares”), which are not already directly held by FP as treasury shares, against payment of a cash consideration in Euro by way of a public delisting repurchase offer (the “Repurchase Offer”). FP shall thus be both the bidder and the target company of the Repurchase Offer.
The Repurchase Offer, which will be published on this website, will be made solely on the basis of the terms set out in the offer document, which will be published after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has authorised its publication.
The Repurchase Offer to the shareholders of FP to acquire all FP Shares will be made exclusively in accordance with the statutory provisions of the Federal Republic of Germany, in particular the provisions of the BörsG, the WpÜG and the WpÜG Offer Regulation as well as certain securities law provisions of the United States of America (the “United States”). The Repurchase Offer will not be executed in accordance with the provisions of other jurisdictions. Consequently, no other announcements, registrations, approvals or authorisations of the Repurchase Offer will be applied for, arranged or otherwise made outside the Federal Republic of Germany. The shareholders of FP will not be able to invoke provisions for the protection of investors under any jurisdiction other than the Federal Republic of Germany. Any contract that is concluded as a result of the acceptance of the Repurchase Offer shall be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany.
The dissemination, publication or distribution of the offer document or other documents relating to the Repurchase Offer that are available on this website may be restricted in jurisdictions outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area and the United States. The offer document and other documents relating to the Repurchase Offer that are available on this website may not be sent to, disseminated, published or distributed in countries in which this would be unlawful. The Company has not authorised the dispatch, publication, distribution or dissemination of the offer document or other documents relating to the Repurchase Offer outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area and the United States. The possibility of accepting the Repurchase Offer by a shareholder of FP who is not a citizen of the Federal Republic of Germany or whose registered office or place of residence is outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area or the United States may be subject to legal restrictions of the jurisdiction of which this shareholder of FP is a citizen or in which this shareholder of FP is domiciled or resides. Shareholders of FP who come into possession of the offer document outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area or the United States, who wish to accept the Repurchase Offer outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area or the United States or who are subject to laws other than those of the Federal Republic of Germany, member states of the European Union, the European Economic Area or the United States are advised to inform themselves about and comply with the applicable laws. The Company does not guarantee that the acceptance of the Repurchase Offer outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area and the United States is permissible under the applicable legal provisions.
All information contained on this website and documents accessible via this website are for information purposes only and to comply with the provisions of the BörsG, the WpÜG, the WpÜG Offer Regulation and other applicable laws in connection with the Repurchase Offer, including the United States regulations described above. The Company assumes no obligation to update the information and documents provided, unless required by law.
An offer to purchase FP Shares will only be made by publishing the offer document and will be governed exclusively by its terms and conditions. Otherwise, the information contained on this website and the documents accessible via this website do not constitute an offer to the shareholders of FP to purchase or a solicitation of an offer to sell FP Shares and do not contain or intend to contain any representation or warranty or the assumption of any other legal obligation by the Company. The Company reserves the right to amend the provisions of the Repurchase Offer to the extent permitted by law.
To the extent permitted by applicable law and in accordance with German market practice, FP, its affiliates and/or brokers acting on their behalf, may outside the United States, in accordance with applicable law, directly or indirectly acquire FP Shares or enter into corresponding agreements to acquire FP Shares outside the Repurchase Offer before, during or after the expiry of the acceptance period. This applies in the same way to other securities that grant a direct conversion or exchange right into or an option right to FP Shares. These purchases can be made via the stock exchange at market prices or outside the stock exchange at negotiated conditions. All information on such purchases would be published insofar as this is required under the law of the Federal Republic of Germany or other relevant legal systems.
All information contained on this website and documents accessible via this website may contain statements about FP and/or its affiliates (collectively, the “FP Group”) that are or may be “forward-looking statements”. Forward-looking statements include, but are not limited to, statements that are typically identified by words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events or depend on circumstances that may or may not occur in the future. FP cautions you that forward-looking statements are based on current plans, estimates and forecasts and that there is no guarantee that such future events or results will materialise. In particular, actual business results, financial position and liquidity, the development of the industrial sector in which the FP Group operates and the outcome or impact of the acquisition and related matters on the FP Group may differ materially from the forward-looking statements contained, made or suggested by the information contained on this website and documents accessible via this website. Forward-looking statements speak only as at the date they are made. Subject to mandatory statutory provisions, FP assumes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise.
I hereby confirm that I have read the above legal notices and information.