Voluntary Public Takeover Offer by Pet Bidco GmbH to the shareholders of zooplus AG

Disclaimer – Legal Notices

You have entered the website which Pet Bidco GmbH has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of zooplus AG.

Shareholders of zooplus AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.

Important Legal Information

On 25 September 2021, Pet Bidco GmbH (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of zooplus AG (the “zooplus Shareholders”) to acquire all shares in zooplus AG by way of a voluntary public takeover offer (the “Takeover Offer”). On 6 October 2021, the Bidder published the offer document after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Takeover Offer.

On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG“) dated 25 September 2021, as well as the offer document dated 6 October 2021, press releases and other information regarding the Takeover Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Takeover Offer. The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer is not subject to review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator.

zooplus Shareholders whose place of residence, incorporation, or habitual abode is in the United States of America (“United States”) should note that the Takeover Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Takeover Offer is made in the United States in reliance on exemptive regulatory relief available to a bidder and permitting it to satisfy certain United States substantive and procedural U.S. Exchange Act rules governing tender offers by complying with home jurisdiction law or practice, thus exempting such bidder from compliance with certain other such U.S. rules. As a result, the Takeover Offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Takeover Offer is subject to the securities laws of the United States, such laws only apply to zooplus Shareholders in the United States and no other person has any claims under such laws.

It may be difficult for zooplus Shareholders who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since zooplus is organized under the laws of the Federal Republic of Germany and registered at a commercial register (Handelsregister) maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant zooplus Shareholder. zooplus Shareholders may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant zooplus Shareholder.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or other dissemination of the offer document or other documents related to the Takeover Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or otherwise disseminate the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

An offer to acquire zooplus AG shares is made solely pursuant to the terms and conditions of the Takeover Offer. Apart from that, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in zooplus AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Takeover Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.

I hereby confirm that I have read the above legal notices and information.

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