EQS-WpÜG: Tender Offer / Target company: PATRIZIA SE; Bidder: First Capital Partner GmbH

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION, DISTRIBUTION, OR DISCLOSURE, IN WHOLE OR IN PART, IN, WITHIN, OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION, OR DISCLOSURE WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS OF THAT COUNTRY. PLEASE ALSO SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Publication of the decision to launch a voluntary public acquisition offer in the form of a partial acquisition offer pursuant to section 10 para. 1 and para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”)

Bidder:

First Capital Partner GmbH
Rudolf-Diesel-Straße 1
82166 Gräfelfing
Federal Republic of Germany
registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 161752
 

Target:

PATRIZIA SE
Fuggerstraße 20
86150 Augsburg
Federal Republic of Germany
registered with the commercial register of the local court (Amtsgericht) of Augsburg under HRB 37716
ISIN: DE000PAT1AG3 / WKN: PAT1AG

Today, First Capital Partner GmbH, with its registered office in Gräfelfing, Germany (“Bidder”), decided to launch a voluntary public acquisition offer in the form of a partial acquisition offer to the shareholders of PATRIZIA SE, with its registered office in Augsburg, Germany (“PATRIZIA”), for a number which is still to be determined of registered no-par value shares of PATRIZIA (ISIN: DE000PAT1AG3), not already held directly by the Bidder, each representing a notional interest of EUR 1.00 in PATRIZIA’s share capital (“PATRIZIA Shares”, and the offer the “Offer”), with the aim to reach a total shareholding in PATRIZIA of up to 73% (before cancellation of treasury shares).

The Offer will provide for a cash consideration of EUR 8.20 per PATRIZIA Share, which corresponds to a premium of approx. 30.2% over yesterday’s closing price of PATRIZIA Shares in XETRA trading on the Frankfurt Stock Exchange. The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentences 1 and 3 WpÜG may, prior to the publication of the offer document and/or during the term of the Offer, acquire PATRIZIA Shares other than in the course of the Offer on or off the stock exchange or make acquisition agreements regarding PATRIZIA Shares. The final number of PATRIZIA Shares covered by the Offer will be specified in the offer document.

The Bidder currently holds directly 54,385,663 PATRIZIA Shares, corresponding to a proportion of approx. 58.89% of the share capital of PATRIZIA. The Bidder is indirectly controlled by Mr. Wolfgang Egger, with business address Rudolf-Diesel-Straße 1, 82166 Gräfelfing, Federal Republic of Germany.

In addition, the Bidder and PATRIZIA today entered into an investment and downlisting agreement (“Investment Agreement”). The Investment Agreement provides that PATRIZIA, subject to the fiduciary duties of the executive directors (geschäftsführenden Direktoren) and the board of directors (Verwaltungsrat) under corporate law, will, no later than during the acceptance period of the Offer, apply for the revocation of the admission of PATRIZIA Shares to trading on the regulated market (Prime Standard) and the inclusion of PATRIZIA Shares in the Scale segment of the open market (Freiverkehr) of the Frankfurt Stock Exchange. The executive directors and the board of directors of PATRIZIA approved the conclusion of the Investment Agreement without the involvement of Mr. Wolfgang Egger. They welcome the Bidder’s intention to further increase its stake in the company. The Offer does not constitute a delisting acquisition offer within the meaning of section 39 para. 2 no. 1 of the German Stock Exchange Act (Börsengesetz – “BörsG”).

In the Investment Agreement, the Bidder has undertaken not to enter into a domination and/or profit and loss transfer agreement with PATRIZIA for a period of three years following the completion of the Offer. PATRIZIA has undertaken in the Investment Agreement, subject to the fiduciary duties of the board of directors and the executive directors under corporate law, not to tender 4,700,000 PATRIZIA Shares held as treasury shares, corresponding to approx. 5.09% of the share capital of PATRIZIA, into the Offer, but rather to cancel them following the completion of the Offer.

The Offer will not include a minimum acceptance threshold and will be made subject to customary offer conditions and the terms and conditions set forth in the offer document. The publication of the offer document must be permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - Bafin). The offer document and further information regarding the Offer will be published on the internet at www.offer-2027.com. In addition, a notice regarding the publication of the offer document will be published in the German Federal Gazette (Bundesanzeiger).

Important Notices:

This announcement is for information purposes and does not constitute an offer to buy or sell, nor a solicitation to make an offer to buy, sell or tender PATRIZIA Shares. The full terms and conditions of the Offer will be set out in the offer document. The terms and conditions of the Offer may, to the extent permitted by law, differ from the key details set out herein. Investors and shareholders of PATRIZIA are advised to read the offer document and all other documents relating to the Offer as soon as they are published, as they will contain important information. They are also advised to seek independent advice, where appropriate, in order to form their own assessment of the Offer.

The Offer will be conducted exclusively on the basis of the applicable provisions of German law, in particular the WpÜG and the Regulation on the Content of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and on Exemptions from the Obligation to Publish and Submit an Offer (WpÜG-AngebotsVO), and certain securities laws of the United States of America (“United States”). The Offer will not be conducted in accordance with the legal requirements of any jurisdiction other than that of the Federal Republic of Germany or the United States (where applicable). Accordingly, no announcements, notifications, approvals or authorizations relating to the Offer have been filed, initiated or granted outside the Federal Republic of Germany or the United States (where applicable). PATRIZIA shareholders cannot rely on being protected by investor protection laws of any jurisdiction other than that of the Federal Republic of Germany or the United States (where applicable). This announcement must not be published or otherwise distributed, in whole or in part, in any other country where the Offer would be prohibited under applicable national law.

Insofar as the Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentences 1 and 3 WpÜG, prior to the publication of the offer document and/or during the term of the Offer, acquire PATRIZIA Shares other than in the course of the Offer on or off the stock exchange or make acquisition agreements regarding PATRIZIA Shares, such acquisitions or acquisition agreements will be made outside the United States and in accordance with the applicable German legal provisions, in particular German takeover law, and the applicable provisions of the United States Securities Exchange Act of 1934, as amended (“US Exchange Act”). Information regarding such acquisitions or acquisition agreements will be published (i) if they are concluded or executed prior to the publication of the offer document, in the offer document; and (ii) if they are concluded or executed during the acceptance period of the Offer, in accordance with statutory provisions and in a non-binding English translation on the Bidder’s website at www.offer-2027.com. All information regarding such acquisitions or acquisition agreements that is published in the Federal Republic of Germany will also be publicly available in the United States.

PATRIZIA shareholders with domicile, registered office or habitual residence in the United States are advised that the Offer will be made with respect to securities of a company that is a foreign private issuer within the meaning of the US Exchange Act, and whose shares are not registered pursuant to section 12 of the US Exchange Act. The Offer will be made in the United States in compliance with certain United States securities laws and will generally be subject to the disclosure and other rules and procedures of the Federal Republic of Germany, which differ from the rules and procedures in the United States.

To the extent this announcement contains forward-looking statements, these are not statements of fact and are identified by words such as “intend”, “will”, “aim”, “expect”, “plan”, “estimate” and similar terms. These statements reflect the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and forecasts made by the Bidder and the persons acting jointly with it to the best of their knowledge; however, they do not constitute a guarantee of future accuracy (this applies in particular to circumstances outside the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally outside the control of the Bidder or the persons acting jointly with it. It should be borne in mind that actual future results or consequences may differ materially from those stated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it may change the intentions and assessments expressed in documents or announcements, or in the offer document yet to be published, following the publication of such documents, announcements or the offer document.

Gräfelfing, 12 November 2026

First Capital Partner GmbH

2432888  12.11.2026 CET/CEST