Grifols Biotest Holdings GmbH proposed to acquire remaining 28.31% stake in Biotest Aktiengesellschaft (XTRA:BIO3) from group of shareholders for approximately ?340 million on March 31, 2025. The Management Board and the Supervisory Board will carefully review the offer document for the public delisting acquisition offer and issue a joint reasoned statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act. The delisting agreement contains provisions that Grifols, S.A. intends to support Biotest AG in an economically reasonable manner. After the revocation of the stock exchange admission becomes effective, the shares of Biotest AG will no longer be admitted to trading on a domestic regulated market or a comparable market abroad. According to the provisions of the delisting agreement, Grifols Biotest Holdings GmbH, a 100% subsidiary of Grifols, S.A., will make an unconditional public delisting acquisition offer to the shareholders of Biotest AG to acquire all ordinary and preference shares of Biotest AG that are not already held by Grifols Biotest Holdings GmbH, in exchange for a cash consideration of ?43.00 per Biotest ordinary share and ?30.00 per Biotest preference share, subject to adjustments due to legal provisions. The terms and conditions of the delisting offer will be communicated in the offer document ("Offer Document") to be prepared by Grifols and to be examined by the German federal financial supervisory.

The period for acceptance of the Offer begins on May 6, 2025. The Acceptance Period ends on June 6, 2025, 24:00 hours, The period for acceptance of the Offer is automatically extended in each case as follows under the following stated circumstances: 1: Change in Offer: If the bidder changes the offer up to one workday before the expiration of the acceptance period, the period is extended by two weeks, provided the change is published within the last two weeks before the expiration. This applies even if the modified offer is prohibited or violates legal provisions. 2: Competing Offer: If a competing offer is made during the acceptance period and its expiration is later than the current offer, the acceptance period for the current offer is extended to match the expiration of the competing offer. This applies even if the competing offer is modified or prohibited. 3: Shareholders' Meeting: If a general shareholders' meeting related to the offer is called after the publication of the offer document, the acceptance period is extended to ten weeks after the publication, ending on July 15, 2025. The German federal financial supervisory authority, the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), approved the publication of the offer document.

The Bidder and GRIFOLS intend to consider a transfer of the remaining Biotest Shares pursuant to §§ 327a et seq. AktG (squeeze-out under stock corporations law) to the Bidder, if the Bidder holds at least 95 % of the share capital in Biotest. In such a situation, the remaining Biotest Shareholders would have to transfer their Biotest Shares in exchange for reasonable cash compensation. If the Bidder converts its legal form to the form of a German stock corporation and the Bidder holds at least 90 % of the share capital of Biotest, the Bidder could also implement a squeeze-out pursuant to § 62 para. 5 German Act on Transformation of Corporate Form.

At the time of the offer document's publication, Biotest's share capital is ?39.571 million, divided into 19.785726 million Ordinary Shares and 19.785726 million Preferred Shares. The bidder currently holds 17.783776 million Ordinary Shares and 0.214581 million Preferred Shares directly. The offer aims to purchase all remaining Ordinary and Preferred Shares not held by the bidder. If the offer is fully accepted, the maximum consideration for acquiring these shares will be ?673.2182 million Additionally, the bidder expects to incur transaction costs of up to ?3.5 million Therefore, the total maximum cost for the transaction, including these expenses, is estimated to be ?676.7182 million.

The assumptions for the offer are as follows: Non-Acceptance by GRIFOLS: GRIFOLS will not accept the offer for its Biotest shares due to existing agreements. Financing: GRIFOLS is financing the offer using a revolving credit facility of ?300 million at 4.9937% interest, with an additional ?43.577 million from cash reserves, expected to be repaid in two months. Internal Loan: GRIFOLS will provide the bidder with a group-internal loan of ?343.577 million at 7.5115% interest. Transaction Costs: The bidder will incur transaction costs of ?3.5 million fully expensed. Dividend Expectations: Biotest is expected to distribute an annual dividend of ?0.04 per Preferred Share, with no dividend for Ordinary Shares, which the bidder will pass on to GRIFOLS. Scope: Only the stated assumptions and starting positions are considered. On June 3, 2025, the Frankfurt Stock Exchange today informed Biotest AG that it has approved the company's application to revoke the admission of Biotest shares (ordinary shares of Biotest AG: ISIN°DE0005227201, Biotest AG preference shares: ISIN DE0005227235) from trading on the regulated market of the Frankfurt Stock Exchange and in the segment of the regulated market with additional post-admission requirements. In accordance with the end of the acceptance period specified in the offer document for the public delisting offer by Grifols Biotest Holdings GmbH, the delisting will take effect at the end of 6 June 2025. After this date, the shares of Biotest AG will no longer be traded on the Frankfurt Stock Exchange and the additional listing requirements will no longer apply.

Banco Santander, S.A. acted as a financial advisor to Biotest Aktiengesellschaft. Deutsche Bank Aktiengesellschaft acted as transfer agent in the transaction. Martina Rothe, Stephan Hennrich and Gerrit Clasen of Ashurst LLP Germany acted as legal advisor to Biotest Aktiengesellschaft.

Grifols Biotest Holdings GmbH completed the acquisition of remaining 17.28% stake in Biotest Aktiengesellschaft (XTRA:BIO3) from group of shareholders for approximately ?110 million on June 11, 2025. Grifols acquired a total of 416,922 ordinary shares at ?43 per share and 3,002,804 preferred shares at ?30 per share, for a total cost of ?108 million. Fabian Christoph, Susanne Kühlthau and Philip Meichssner of Osborne Clarke and Núria Martín and Eduard Arruga of Osborne Clarke Spain and Peter Castellon from Proskauer Rose LLP acted as legal advisors to Grifols S.A.