Disclaimer

This announcement is an advertisement within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). It does not constitute an offer to acquire securities of electrovac AG (the “Company” and, together with its subsidiaries, the “electrovac Group”) and does not replace the securities prospectus, which, together with the corresponding translation(s) of the summary, will be available free of charge on the Company’s website. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (“BaFin”) should not be understood as an endorsement of an investment in the Company’s securities. Investors should acquire the Company’s securities solely on the basis of the prospectus (including any supplements) for the Company’s securities and should read the prospectus (including any supplements) yet to be published before making an investment decision, in order to fully understand the potential risks and opportunities associated with the decision to invest in the Company’s securities. An investment in securities involves numerous risks, including a complete loss of the initial investment.

This announcement may not be distributed or published, directly or indirectly, in the United States, Australia, Canada, Japan, or any other jurisdiction where such distribution or publication would be unlawful. This announcement does not constitute an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada, or Japan, nor is it part of any such offer or solicitation; this also applies to all other jurisdictions where such an offer or solicitation might be impermissible. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States. The securities may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered, or otherwise transferred, directly or indirectly, in the United States. There will be no public offering of the securities in the United States. The securities mentioned herein may not be offered or sold in Australia, Canada, or Japan, including to nationals, residents, or citizens of Australia, Canada, or Japan, or on their behalf or for their benefit, subject to certain exceptions. There will be no public offering of the securities in Australia, Canada, South Africa, or Japan.

In the Member States of the European Economic Area (“EEA”) (with the exception of Germany), this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation; at fewer than 150 natural or legal persons per EEA Member State (with the exception of “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation), subject to the prior consent of the banks; or under any other circumstances falling under Article 1(4) of the Prospectus Regulation.

This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. In the United Kingdom, this announcement may only be accessed by persons who are “qualified investors” within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (POATR), and who are also (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The securities are available only to relevant persons, and any invitation, offer, or agreement to subscribe, purchase, or otherwise acquire such securities will be engaged in only with relevant persons. Persons who are not relevant persons should not act or rely on this document or any of its contents.

This announcement does not claim to contain all information necessary for evaluating the Company and/or its financial position and is, in particular, subject to changes, revisions, reviews, corrections, additions, and updates in its entirety.

Neither the Company, Electrovac Holding AG (the “Selling Shareholder”), BankM, and Metzler Bank (together the “Banks” and, together with the Company and the Selling Shareholder, the “Persons”), nor their respective supervisory board members, executive officers, personally liable partners, employees, agents, affiliates, shareholders, or advisors (the “Representatives”) are authorized to inform you of any changes, nor are they obliged to update or keep this announcement current or to grant the recipient access to additional information that may arise in connection therewith, except for the disclosure of information required by mandatory legal provisions. This announcement does not constitute investment, legal, accounting, regulatory, tax, or other advice. No one is authorized to provide information or make representations not contained in and consistent with this announcement; should such information or representations nevertheless be provided or made, it must not be assumed that they have been approved by or on behalf of the Company, the Selling Shareholder, or any Bank.

This announcement may contain forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including “plans,” “aims,” “intends,” “continues,” “believes,” “estimates,” “assumes,” “expects,” “intends,” “might,” “will,” or “should,” or their respective negatives, as well as other variations or comparable terms. These forward-looking statements include all matters that are not historical facts. They appear in various places in this announcement and include statements regarding the intentions, beliefs, or current expectations of the electrovac Group, among other things, concerning its prospects, growth, strategies, and the industry in which the electrovac Group operates. Forward-looking statements are inherently subject to risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. We point out that forward-looking statements are not guarantees of future performance, results, and events, and that the development of the prospects, growth, strategies of the electrovac Group, and the industry in which the electrovac Group operates, as well as actual events, may differ significantly from those contained in this announcement or implied by the forward-looking statements. Even if the prospects, growth, strategies, and the industry in which the electrovac Group operates, as well as future events, should develop in line with the forward-looking statements contained in this announcement, these developments are not an indication of the results, liquidity, or financial position of the electrovac Group or of results or developments in later periods not covered by this announcement. Nothing contained in this announcement constitutes or should be treated as a binding statement regarding the financial position of the Company and/or the Electrovac Group. The growth rates stated in this announcement are not necessarily an indicator of our future performance. The Company, the Banks, and their respective representatives expressly disclaim any obligation or undertaking to update, review, or revise any forward-looking statements contained in this announcement, whether as a result of new information, future developments, or otherwise.

Certain information contained in this announcement regarding the market environment, market developments, market and economic growth rates, market trends, and competition in the markets in which the electrovac Group operates is based on assessments and estimates of the Company. These assessments and estimates are in turn based partly on internal market observations as well as on various third-party studies or estimates, which are also primarily based on data or figures from publicly available sources, but may also be based on non-public data or figures. Neither the Company nor the Banks have independently verified the market data and other information on which third parties rely in their studies, or the external sources on which the Company’s own estimates are based, and make no representation or warranty as to the accuracy or completeness of this information, which may change without prior notice. Both the Company and the Banks expressly disclaim any responsibility or liability with respect to this information. Certain information contained in this announcement is derived from or based on third-party market studies or reports.

The information from third-party sources cited herein has been accurately reproduced. To the best of the Company’s knowledge and ability to ascertain from the information published by these third parties, no facts have been omitted that would render the reproduced information contained in this announcement inaccurate or misleading. The inclusion of information from third-party sources in the announcement should not be regarded as a recommendation by the third parties concerned to invest in, acquire, or take any other action in relation to the offering (as defined below), and potential investors should not unduly rely on this information. Potential investors are advised to consider the industry and market data contained in this announcement with caution. Industry and market data are generally based on certain assumptions and expectations at the time the relevant data was prepared, which may prove to be inaccurate or inappropriate, and the underlying methodology is inherently predictive and speculative. Industry and market data typically rely in part on other industry publications as well as market research results, which in turn are based on samples and subjective assessments by both analysts and respondents, including judgment as to what types of products and transactions to include in the relevant market. Accordingly, publications containing industry and market data generally state that the information contained therein is believed to be accurate, but that the third-party provider makes no representation or warranty as to the accuracy or completeness of such information or the realization of any forecasts or estimates.

The information contained in this announcement is not exhaustive and has not been independently audited or reviewed. This announcement contains certain supplementary or alternative measures of operational and financial performance that have not been calculated in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union or the German Commercial Code (“HGB”) and generally accepted accounting principles in Germany, and are considered non-IFRS/non-GAAP financial measures. These non-IFRS/non-GAAP financial measures may not be comparable to similarly titled measures of other companies and should not be considered as an alternative to other financial measures determined in accordance with IFRS or other generally accepted accounting principles. The use of such measures is subject to significant limitations. You are advised not to unduly rely on the non-IFRS/non-GAAP financial measures and ratios contained herein. Certain financial information in this announcement (including percentages) has been rounded according to commercial principles, and the corresponding totals may not add up to 100% due to rounding.

The Banks are acting exclusively for the Company and the Selling Shareholder and for no one else in connection with the planned offering of shares of the Company (the “Offering”). They do not consider any other person as their respective client in connection with the Offering and are not responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for advising on the Offering, the content of this announcement, or any transaction, arrangement, or other matter referred to herein.

In connection with the Offering, the Banks and their affiliates, acting as investors for their own account, may subscribe for or acquire securities of the Company and, in that capacity, may hold, purchase, sell, offer to sell, or otherwise deal in such securities and other securities of the Company or related investments in connection with the Offering or otherwise for their own account. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed, or otherwise dealt with, should be understood to include any issue or offer to the Banks and their affiliates acting as investors for their own account, as well as any subscription, acquisition, placement, or dealing by them. Furthermore, certain Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors, in connection with which these Banks (or their affiliates) may from time to time acquire, hold, or dispose of shares of the Company. The Banks do not intend to disclose the extent of any such investments or transactions unless required to do so by law or regulation.

None of the Banks and none of their respective representatives assume any responsibility or liability and make no express or implied representation or warranty whatsoever as to the accuracy, correctness, or completeness of the information contained in this announcement (or as to whether any information has been omitted from the announcement) or as to any other information about the Company, its subsidiaries, or affiliates, whether in written, oral, visual, or electronic form, and regardless of how it was transmitted or made available, or for any loss arising from the use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for informational purposes only and is not exhaustive. No one should rely on the information contained in this announcement or its accuracy, fairness, or completeness for any purpose.

The timing of the admission of the Company’s shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (together, the “Admission”) may be affected by, among other things, market conditions. There is no guarantee that the Admission will occur, and no financial decision should be based at this time on the Company’s intentions regarding the Admission. The acquisition of securities to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorized person specializing in advising on such investment opportunities. This announcement does not constitute a recommendation regarding the Offering. The value of shares can both rise and fall. Potential investors should seek advice from a professional advisor regarding the suitability of the Offering for the person concerned.