• Offer price of € 61.00 per share is considered fair and appropriate
• The Executive Board and Supervisory Board welcome the planned strategic partnership with Carlyle to support SNP’s long-term growth
• In a joint statement, the Executive Board and Supervisory Board recommend acceptance of Carlyle’s offer

Following an independent and careful review of the offer document published by the bidder, the Executive Board and the Supervisory Board confirm their support for the partnership and advise the shareholders of SNP to accept this public takeover offer. In their statement, they welcome Carlyle’s financial and strategic intentions as set out in the offer document. The Executive Board and the Supervisory Board are moreover confident that, with the support of this new investor, SNP will further expand its market position as well as its solution portfolio for customers and partners, which will drive sustainable growth of the company and its employees.

SNP’s Executive Board and Supervisory Board consider the offer price of € 61.00 per share to be fair and appropriate. This assessment is corroborated by the fairness opinion provided by the external financial adviser M.M.Warburg & CO.

Jens Amail, SNP’s CEO, comments: “SNP already responded to a public takeover offer in July 2023. Our external adviser at that time considered that Octapharma AG’s offer price of € 33.50 per share to be appropriate. However, we clearly stated back then, that in view of SNP’s strategic transformation, it might be attractive for investors with a longer-term horizon to continue participating in the positive development of the company’s enterprise value and share price. I myself did not sell my shares at that time. Now, the situation is different: Following two very successful and transformative years, we have more than quadrupled our enterprise value and we consider € 61.00 to be a fair price for our shareholders. We now have the opportunity to enter a new chapter in our history with one of the world’s leading investment firms. Carlyle’s global platform and financial resources will help us to execute our strategy even faster and in a more sustainable way. Our customers, our partners and all our colleagues at SNP will benefit from this.”

The acceptance period for the offer within which SNP’s shareholders are able to tender their shares commenced upon publication of the offer document on January 31, 2025, and ends at midnight (Frankfurt am Main local time) on March 7, 2025. We advise SNP’s shareholders to accept the bidder’s public takeover offer via their custodian bank. The detailed offer may be found in the offer document published by the bidder at https://www.succession-offer.com.

The joint reasoned statement from the Executive Board and Supervisory Board of SNP on the bidder’s voluntary public cash takeover offer is available on SNP’s website: https://investor-relations.snpgroup.com/en

About SNP

SNP (ticker: SHF.DE) is the global technology platform leader and trusted partner for companies seeking unparalleled data-enabled transformation capabilities and business agility. SNP’s Kyano platform integrates all necessary capabilities and partner offerings to provide a comprehensive software-based experience in data migration and management. Combined with the BLUEFIELD approach, Kyano sets a comprehensive industry standard for restructuring and modernizing SAP-centric IT landscapes faster and more securely while harnessing data-driven innovations.

The company works with more than 3,000 customers of all sizes and in all industries worldwide, including 20 of the DAX 40 and 103 of the Fortune 500. The SNP Group has more than 1,500 employees worldwide at over 35 locations in 15 countries. The company is headquartered in Heidelberg, Germany, and generated revenues of EUR 203,4 million in the 2023 fiscal year.