The Management Board and Supervisory Board of DATAGROUP SE welcome and support KKR's public purchase offer for DATAGROUP and recommend accepting the offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR TO ANY PERSON LOCATED OR  RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

The Management Board and Supervisory Board of DATAGROUP SE
welcome and support KKR's public purchase offer for DATAGROUP and recommend accepting the offer in order to further implement the future partnership between HHS and KKR.

Pliezhausen, 23 May 2025 – The Management Board and Supervisory Board of DATAGROUP SE today issued their reasoned statement on the public purchase offer (also in preparation for the termination of inclusion in the open market (so-called delisting)) by Dante Beteiligungen SE, a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co L.P. and its affiliated companies (together "KKR"), dated May 9, 2025, to the shareholders of DATAGROUP SE for the acquisition of their no-par value bearer shares in DATAGROUP SE.

Dante Beteiligungen SE published the offer document for the acquisition offer on May 9, 2025, which is available on the following website: www.dante-offer.com.

In their statement, the Management Board and Supervisory Board declare that they consider the offer price offered by the bidder to be fair, reasonable, and attractive. They believe that the offer is in the interests of the target company, its shareholders, employees, and customers.

Max H.-H. Schaber and his family holding company HHS, as the current majority shareholder of DATAGROUP SE, have agreed on a strategic partnership in connection with the public purchase offer. This means that HHS and KKR will each hold a 50% indirect stake in Dante Beteiligungen SE and will thus jointly control DATAGROUP SE on a long-term basis.

The Management Board and Supervisory Board therefore welcome and support the offer, which they believe is in the best interests of the company and welcome it. They therefore recommend that the holders of DATAGROUP shares accept the acquisition offer and intend to tender all DATAGROUP shares held by them personally, directly or indirectly, in the offer.

The statement is available on the Internet at

https://www.datagroup.de/oeffentliches-erwerbsangebot/

in German and in a non-binding English translation. Copies are available free of charge from DATAGROUP SE at the address DATAGROUP SE, Wilhelm-Schickard-Straße 7, 72124 Pliezhausen, Germany. Copies can be requested by telephone at +49 711- 4900 500 or by email at anke.banaschewski@datagroup.de, stating the full address of the person making the request.

In the investor agreement, DATAGROUP SE and Dante Beteiligungen SE agreed that the inclusion of DATAGROUP shares in the open market shall be terminated after the settlement of the acquisition offer, to the extent permitted by law (so-called delisting). The Management Board and Supervisory Board expressly point out in their statement that a separate delisting offer is not required for this purpose. DATAGROUP shareholders will be given the opportunity to sell their DATAGROUP shares to Dante Beteiligungen SE prior to delisting through the offer published on May 9, 2025.

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About DATAGROUP

DATAGROUP is one of the leading German IT service providers. Some 3,700 employees at locations across Germany design, implement, and operate IT infrastructures and business applications. With its CORBOX product, DATAGROUP is a full-service provider, supporting global IT workplaces for medium and large enterprises as well as public authorities. DATAGROUP is growing organically and through acquisitions. The acquisition strategy is particularly noted for its optimal integration of new companies. DATAGROUP is actively participating in the consolidation process with its “buy and turn around” and its “buy and build” strategy. www.datagroup.de

CONTACT

Anke Banaschewski
Investor Relations & Unternehmenskommunikation
anke.banaschewski@datagroup.de

Disclaimer and forward-looking statements

This document is neither an offer to purchase nor a solicitation of an offer to sell DATAGROUP Shares. The final terms of the Offer as well as other provisions relating to the Offer are communicated in the offer document. Investors and holders of DATAGROUP Shares are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information. The offer document for the Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Offer are published amongst other information on the internet at www.dante-offer.com.

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The DATAGROUP Shares may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this document, the offer document and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of DATAGROUP Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of DATAGROUP Shares made by, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of DATAGROUP Shares participating in the Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

The Offer will be implemented exclusively on the basis of the laws of the Federal Republic of Germany. Since the DATAGROUP shares are not listed for trading on an organized market, the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) does not apply to the Offer. The Offer is not and will not be subject to any review or registration process by any regulatory authority in or outside Germany and has not been authorized or recommended by any regulatory authority. The Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany. Accordingly, no notices, filings, approvals or authorizations for the Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany. Investors and holders of DATAGROUP Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany. Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no public purchase offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This document may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Offer would be prohibited by applicable law.

The financial information relating to DATAGROUP included elsewhere, including in the offer document, are be prepared in accordance with provisions applicable in the Federal Republic of Germany; therefore, it may not be comparable to financial information of companies from jurisdictions outside the Federal Republic of Germany.

The Bidder and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Bidder or its affiliates, as applicable) may, to the extent permitted under applicable law and regulation, from time to time during the period in which the Offer remains open for acceptance, directly or indirectly, acquire or arrange to acquire additional DATAGROUP Shares or any securities that are convertible into, exchangeable for or exercisable for such shares outside the Offer, provided that such acquisitions or arrangements to acquire are not made in the United States and will comply with the applicable German statutory provisions. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisers to the Bidder may engage in ordinary course trading activities in securities of DATAGROUP, which may include purchases or arrangements to purchase such securities.

Any contract entered into with the Bidder as a result of the acceptance of the Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from elsewhere outside of Germany to enforce certain rights and claims arising in connection with the Offer under laws they are acquainted with since the Bidder and DATAGROUP are located outside the jurisdiction where the shareholder resides, and their respective officers and directors reside outside the jurisdiction where the shareholder resides.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder to the best of its knowledge but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder will change its intentions and estimates stated in documents or notifications or in the offer document after publication of the documents, notifications or the offer document.