Partial Acquisition Offer Leoni AG 2021

Voluntary Public Purchase Offer in the form of a partial offer (“Partial Purchase Offer”) by Pierer Industrie AG to the shareholders of Leoni AG

A. Important information
You have accessed the website containing documents and information relating to the voluntary public Partial Purchase Offer made by Pierer Industrie AG to the shareholders of Leoni AG with registered office in Nürnberg / Germany (“Leoni”).

Shareholders of Leoni AG are requested to confirm that they have read the following legal information in order to be redirected to the website containing the purchase offer.

B. Important legal information
On the following internet pages you will find the voluntary public Partial Purchase Offer of Pierer Industrie AG with its registered office in Wels/Austria (“Bidder“) to all shareholders of Leoni AG with its registered office in Nürnberg/Germany (“Leoni Shareholders“) to acquire up to 3,135,218 shares in Leoni (“Partial Purchase Offer“). All information contained on this website and documents accessible via this website are provided solely for information purposes and to comply with the provisions of the German Securities Acquisition and Takeover Act (“WpÜG“), the Ordinance on the content of the offer document, the consideration in takeover offers and mandatory takeover offers and the exemption from the obligation to publish and make an offer (“WpÜG Offer Ordinance“) and other legal provisions applicable in connection with the Partial Purchase Offer. The Partial Purchase Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany governing the conduct of such an offer. The Partial Purchase Offer is not subject to any examination or registration procedure of any regulatory authority outside Germany and has not been approved or recommended by any such regulatory authority.

Leoni shareholders resident, domiciled or habitually resident in the United States (“U.S. Shareholders“) are advised that this offer is being made with respect to securities of a company that is a foreign private issuer within the meaning of the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), and whose shares are not registered under Section 12 of the U.S. Exchange Act. The offering is being made in the United States pursuant to the Tier 1 exemption from certain requirements of the U.S. Exchange Act and is generally subject to disclosure and other requirements and procedures of the Federal Republic of Germany that are different from the requirements and procedures in the United States. To the extent that the Offering is subject to U.S. securities laws, such laws will apply only to U.S. shareholders and no other person will have any claim under such laws.

Furthermore, if Leoni Shareholders are domiciled outside the Federal Republic of Germany, difficulties may arise in enforcing rights and claims arising under a different law of the country in which the domicile is located. This is due to the fact that Leoni has its seat in the Federal Republic of Germany and some or all of its executives and members of its corporate bodies may be resident in a country other than the relevant Leoni Shareholders’ own country of residence. It may not be possible to sue a foreign company or its executives or board members in a court in their own country of residence for violations of the laws of their own country of residence. Furthermore, difficulties may arise in compelling a foreign company and its affiliates to comply with a court judgment rendered in the country of residence of the Leoni Shareholders.

The publication, dispatch, distribution or dissemination of this offer document or other documents in connection with the purchase offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States may, in principle, also fall within the scope of application of jurisdictions other than that of the Federal Republic of Germany in which the publication, dispatch, distribution or dissemination of the offer document is subject to legal restrictions.

The offer document and other documents related to the purchase offer are not intended for publication, dispatch, distribution or dissemination in jurisdictions other than those of the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States, notwithstanding the publications on the internet required under German law. Neither the Bidder nor the persons acting in concert with the Bidder within the meaning of section 2 para 5 WpÜG nor any of their subsidiaries have authorized the dispatch, publication, dissemination or distribution of the offer document or any other documents related to the purchase 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, the custodian credit institutions may not send, publish, disseminate or distribute this offer document outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States, unless this is done in compliance with all applicable domestic and foreign legal provisions.

The contents on the following internet pages do not constitute an invitation to submit an offer for the sale of Leoni Shares. With the exception of the offer document, announcements on the following internet pages also do not constitute an offer to purchase Leoni Shares and are not intended to constitute a promise or the assumption of any other legal obligation by the Bidder. An offer to purchase Leoni Shares is made solely in accordance with the provisions of the offer document. Shareholders of Leoni AG are advised to read the offer document and all other documents relating to the Partial Purchase Acquisition Offer as they contain important information and, if necessary, to seek independent advice in order to obtain an expert assessment of the contents of the offer document and the Partial Purchase Offer.