Expected Amount of the Settlement Payment and Compensation Payment Under the Planned Control and Profit Transfer Agreement

SNP Schneider-Neureither & Partner SE:

Expected amount of the settlement payment and compensation payment under the planned control and profit transfer agreement

SNP Schneider-Neureither & Partner SE: Expected Amount of the Settlement Payment and Compensation Payment Under the Planned Control and Profit Transfer Agreement

Heidelberg, Germany, May 19, 2025 – The Supervisory Board of SNP Schneider-Neureither & Partner SE (ISIN DE0007203705 / WKN 720370, the “Company” or “SNP”) resolved today to approve the conclusion of a negotiated control and profit transfer agreement between its main shareholder, Succession German Bidco GmbH, a holding company controlled by The Carlyle Group, and the Company, which provides for a settlement payment pursuant to Section 305 of the German Stock Corporation Act (AktG) in the amount of EUR 61.00 per SNP share. Furthermore, the intercompany agreement provides for an annual compensation payment pursuant to Section 304 AktG in the gross amount of EUR 3.95, less the corporate income tax payable by SNP (including solidarity surcharge). Based on the current corporate income tax rate (including solidarity surcharge), this would result in a compensation payment of EUR 3.65 per SNP share.

The proposed amount of the settlement payment and the annual compensation was determined by Succession German Bidco GmbH and the Company based on the results of an expert opinion provided by ValueTrust Financial Advisors Deutschland GmbH (“Value Trust”). Value Trust was jointly appointed by the Company’s Executive Board and the management of Succession BidCo GmbH as an independent expert to determine an appropriate settlement payment or compensation payment in connection with the intended conclusion of a control and profit transfer agreement. The appropriateness of the settlement payment and the annual compensation payment was also reviewed by the contract auditor selected and appointed by the court at the joint request of the Company’s Executive Board and the management of Fahrenheit AcquiCo GmbH, A&M GmbH Wirtschaftsprüfungsgesellschaft (“A&M”). A&M has confirmed the appropriateness of the settlement and compensation.

The Executive Board and Supervisory Board will now include a resolution proposal for approval of the draft control and profit transfer agreement to the Company’s ordinary virtual Annual General Meeting scheduled for June 30, 2025.