CropEnergies submits delisting application to Frankfurt Stock Exchange

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

CropEnergies shareholders can still accept Südzucker's public delisting tender offer at EUR 11.50 cash per share until 16 February 2024, at midnight (CET).

The delisting tender offer is not subject to any conditions. The delisting of the CropEnergies shares from the regulated market is expected to become effective after the expiry of the acceptance period of the public delisting tender offer by the end of February 2024. Following the delisting, trading of the CropEnergies share on the regulated market will terminate, which may result in very limited liquidity and price availability of CropEnergies shares.

In addition, the Executive Board of CropEnergies will take all reasonable steps and measures to terminate the inclusion of the CropEnergies shares in trading on the open market of a stock exchange or a multilateral trading facility (MTF) or organised trading facility (OTF), insofar as this inclusion was originally arranged by CropEnergies.

In their joint reasoned opinion published on 26 January 2024, the Executive Board and Supervisory Board of CropEnergies recommended that all CropEnergies shareholders accept Südzucker's public delisting tender offer and tender their shares.

Further information on the public delisting tender offer is available at www.powerofplants-offer.com and on the company's Investor Relations website.

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of CropEnergies AG nor an offer or recommendation to purchase shares of Südzucker AG. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, are set out in the offer document by Südzucker AG the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in CropEnergies AG are strongly advised to read the offer document and all other relevant documents regarding the delisting tender offer, when they become available, since they contain important information.

The delisting tender offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act. The offer document and further documentation relating to the delisting tender offer is available at www.powerofplants-offer.com. Any contract that is concluded on the basis of the delisting tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

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, on the stock exchange or over the counter, or conclude agreements to purchase, shares of CropEnergies AG, directly or indirectly, outside of the scope of the delisting tender offer, during or after the period in which the offer remains open for acceptance. 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 provided that such purchases or purchase agreements are not made or concluded within the United States, are in accordance with applicable German law, in particular the WpÜG, and the offer price is adjusted to any higher acquisition price paid outside the delisting tender offer during such term. Information on such purchases or purchase agreements, stating the number of CropEnergies shares acquired or to be acquired and the consideration granted or agreed, will be published in accordance with the applicable statutory provisions, in particular section 23(2) WpÜG, in the German Federal Gazette and, if required by foreign legal systems, in English via an electronic dissemination system. Corresponding information is also available in the form of an English translation on the internet at www.powerofplants-offer.com.