Voluntary Public Takeover Offer to the Shareholders of Deutsche EuroShop AG

Disclaimer – Legal notice

You are attempting to access the area of this website that Hercules BidCo GmbH has designated for the publication of documents and information in connection with the voluntary public takeover offer ("Takeover Offer") to acquire all no-par value bearer shares of Deutsche EuroShop AG ("DES").

Shareholders of DES are requested to read the following legal information and confirm their acknowledgement in order to be redirected to the website containing information regarding the Takeover Offer.

IMPORTANT LEGAL NOTICES

On 23 May 2022, Hercules BidCo GmbH published its decision to make a voluntary public takeover offer to the shareholders of DES ("DES Shareholders") to acquire all no-par value bearer shares of DES by way of a Takeover Offer.

In this section of the website you will find announcements, documents and information (together "Information") regarding the Takeover Offer, including the publication of the decision to launch the Takeover Offer pursuant to Sec. 10 para. 1 in conjunction with Sections 29 (1), 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) as well as the Offer Document, the publication of which was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) on 9 June 2022, and further information on the Takeover Offer. 

The Takeover Offer relates to shares in a German stock corporation which are traded, inter alia, on the Frankfurt Stock Exchange. The Takeover Offer is subject to the statutory provisions of the Federal Republic of Germany as well as to certain provisions on cross-border takeover offers under the securities laws of the United States of America. 

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN ASPECTS BEFORE YOU CAN ACCESS THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE AVAILABLE TO, ANY PERSON WHO RESIDES IN ANY JURISDICTION WHERE DOING SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THE INFORMATION IS PROVIDED IN GOOD FAITH AND IS INTENDED FOR INFORMATIONAL PURPOSES AND TO COMPLY WITH APPLICABLE LAWS AND REQUIREMENTS, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. THE INFORMATION IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, AN OFFER OR PART OF AN OFFER TO SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, OR AN INVITATION OR SOLICITATION OF AN OFFER TO PURCHASE OR OTHERWISE ACQUIRE ANY SECURITIES. PERSONS SEEKING ACCESS TO THIS SECTION OF THE WEBSITE CONFIRM AND WARRANT TO THE BIDDER, THAT THEY ARE DOING SO FOR INFORMATIONAL PURPOSES ONLY.

The final terms of the Takeover Offer may differ from the basic information described on this website. DES shareholders are strongly advised to read the Offer Document as well as all other documents related to the Takeover Offer, as they will contain important information.

To the extent that DES shareholders are domiciled outside Germany they may face difficulties in enforcing rights and claims arising under a law other than the law of their country of domicile, as DES has its registered office in Germany and some or all of its executives and members of its corporate bodies may be domiciled in a country other than the country of domicile of the DES shareholders concerned. DES shareholders may not be able to sue a foreign company or its executives or members of its corporate bodies in a court in the country of residence of the DES shareholders concerned on the basis of violations of laws in the country of residence of the respective DES shareholders. Furthermore, difficulties may arise in enforcing a foreign company and its affiliates to submit to a court judgment rendered in the country of residence of the DES shareholders.

All Information contained on and accessible through this website is provided solely for information purposes and to comply with the provisions of the WpÜG, the WpÜG Offer Regulation, the applicable provisions of the securities laws of the United States of America and other applicable laws in connection with the Takeover Offer. Hercules BidCo GmbH does not assume any obligation to update the information and documents provided, unless required by law. EVERY PERSON SEEKING TO ACCESS THIS SECTION OF THE WEBSITE CONFIRMS AND WARRANTS THAT SHE OR HE ONLY DOES SO FOR INFORMATIONAL PURPOSE ONLY:

BASIS FOR ACCESS TO INFORMATION

Please read this notice carefully before clicking "I confirm" or "I do not confirm" at the bottom of this page. This notice applies to all persons viewing this section of the website and, depending on where they reside, may affect their rights. This Notice may be amended or updated by Hercules BidCo GmbH from time to time and should be read carefully and in its entirety each time you visit this Website. Further, the content of the Website and its accessibility to certain persons may be changed in whole or in part at any time at the sole discretion of Hercules BidCo GmbH. Hercules BidCo GmbH assumes no responsibility or duty to update the information (except to the extent such duty arises under law or regulation). For regulatory reasons, we must ensure that you are aware of the relevant regulations for the country in which you are located. To be allowed to view details of the Takeover Offer, you must read the following information and then click "I confirm". If you are unable to confirm, you should click "I do not confirm" and you will not be able to see any such details.

The information is not intended for publication or distribution, directly or indirectly, in any jurisdiction where it would be unlawful to do so. The information is not intended to constitute, and does not constitute, an offer to sell or the solicitation of an offer to buy or subscribe for any securities, nor does it constitute a solicitation of any vote in connection with the securities that are the subject of the Takeover Offer, in any jurisdiction in which such offer, solicitation or invitation is unlawful, nor shall there be any sale, issuance or transfer of securities in violation of applicable law in any jurisdiction in which such offer, solicitation or invitation is unlawful. The information may not be downloaded or accessed by any person from or in any jurisdiction in which it would or might constitute a violation of any applicable law or regulation. By clicking on the "I confirm" box below, you confirm that you will not transmit, transfer, display or distribute the Information to any person (in any form, including electronic transmission). In particular, you represent that you will not forward or transmit the Information, in whole or in part, to any person in any jurisdiction where such distribution may be restricted by applicable law. Failure to comply with such restrictions may constitute a violation of the laws and/or regulations of such jurisdiction.

CONFIRMATION OF UNDERSTANDING AND DECLARATION OF ACCEPTANCE

By clicking "I confirm" at the bottom of this page, you acknowledge that you have read the terms of this notice and understand that you will be bound by these terms. If you click "I do not confirm", we will not be able to provide you with access to the Information and you will be redirected. Subject to any ongoing obligations under applicable law or applicable regulatory requirements, Hercules BidCo GmbH disclaims any obligation to publish any updates or revisions after the date of publication of any document or announcement on this website relating to the Takeover Offer, including any changes in expectations or events, conditions or circumstances on which such statements are based. If you are in any doubt about the contents of this section of the website or the action to be taken, you should independently seek the advice of an independent financial advisor.