BAUER AG: Reasoned opinion on the delisting acquisition offer of SD Thesaurus GmbH published

Schrobenhausen, Germany – In accordance with the requirements of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the Executive Board and the Supervisory Board of BAUER AG today published their joint reasoned opinion on the mandatory offer and delisting acquisition offer (cash offer) of SD Thesaurus GmbH ("Bidder") for the shares of BAUER AG (ISIN DE0005168108) published on May 12, 2023.

The Executive Board and the Supervisory Board have thoroughly reviewed the offer document of the Bidder regarding the offer and the objectives and intentions of the Bidder expressed therein and have evaluated it with regard to its effects on BAUER AG, its employees and the other stakeholders – in particular the shareholders – of the Company. Independently of each other, after intensive consultation, they are of the opinion, as detailed in the opinion that the offer is in the interest of the Company as a whole.

The Executive Board and the Supervisory Board are of the opinion, independently of each other and in accordance with the further details in the opinion, that the offer consideration complies with the statutory requirements regarding the minimum value of the consideration and, moreover, from a financial point of view, is at the lower end of a valuation range resulting from the considerations stated by the Executive Board and the Supervisory Board in this opinion and can therefore still be regarded as reasonable within the meaning of section 31 para. 1 sentence 1 WpÜG. Accordingly, the Executive Board and the Supervisory Board recommend in particular to those shareholders of BAUER AG who are interested in an immediate and possibly complete realization of their investment in Bauer shares to accept the offer.

The joint reasoned opinion of the Executive Board and the Supervisory Board of BAUER AG has been published in German on the internet at https://www.bauer.de/ in the section "Investor Relations" pursuant to section 27 WpÜG.

The acceptance period of the delisting acquisition offer by SD Thesaurus GmbH is expected to end on June 16, 2023 at 24:00 hours.