H&F Executives X-A, L.P., H&F Executives X, L.P., Hellman & Friedman Capital Partners X (Parallel), L.P., Hellman & Friedman Capital Partners X, L.P, HFCP X (Parallel - C), L.P. and H&F Associates X 2021, L.P., funds of Hellman & Friedman LLC, made an offer to acquire zooplus AG (XTRA:ZO1) from Management Board Members of zooplus, Maxburg Beteiligungen GmbH & Co. KG and others for €3.4 billion on August 13, 2021. Hellman will acquire all shares in zooplus for €390 per share. H&F has already signed irrevocable tender commitments for approximately 17% of zooplus' share capital, including the Management Board Members with regard to their respective personal shareholdings and Maxburg Beteiligungen GmbH & Co. KG, a longstanding key investor in zooplus who is also represented on zooplus' Supervisory Board. H&F will fund the offer entirely with equity and does not intend to enter into a domination and/or profit and loss transfer agreement with zooplus. As on September 12, 2021, the tender offer price is increased by €70 i.e. €460 per share. As of September 20, 2021, Cornelius Patt tendered its share for €115 million. As of September 25, 2021, a competing bid has been announced where, EQT IX, managed by EQT Partners AB made an offer to acquire zooplus for €3.4 billion. As of October 7, 2021, Hellman & Friedman increased the offer per share to €470 per share and matched the consideration being offered by EQT. As of October 25, 2021, Hellman & Friedman increased the offer per share to €480 per share and matched the consideration being offered by EQT.

The transaction will be subject to a minimum acceptance threshold of 50 percent plus one share and customary closing conditions including merger control and foreign investment clearances. Subject to a careful review of the offer document, the Management Board and Supervisory Board intend to recommend shareholders to accept the offer. As of August 19, 2021, Luxempart has taken the commitment to tender a portion of its shares. As on September 6, 2021, Hellman & Friedman LLC filed for approval by the European Commission. The European Commission has set October 11, 2021 as a provisional deadline for a ruling on the transaction. The board of Directors of zooplus AG recommended the shareholders to accept the offer. As of October 6, 2021, the transaction has been approved by the EU Commission. The offer expires on October 12, 2021. The offer acceptance period deadline is extended to November 3, 2021. The management and supervisory boards of Zooplus again recommended that shareholders to accept the takeover offer. As of November 4, 2021 Bidder has reached the minimum acceptance threshold of at least 50% of all zooplus Shares plus one zooplus Share. Thus, given that all offer conditions described in Section 12.1 the offer document for the Takeover Offer have been fulfilled as of the expiry of the acceptance period on November 3, 2021 The final result of the Takeover Offer at the expiry of the initial acceptance period is expected to be published on November 8, 2021.

Ewa Maria Wiecko of Goldman Sachs Europe Se is acting as financial advisor and fairness opinion provider to zooplus. H&F is supported by J.P. Morgan as financial advisor while Arend von Riegen and Simon Schwarz of Freshfields Bruckhaus Deringer as legal advisors. Additional advice to H&F was provided by Goetz Partners. Tobias Nikoleyczik, Bernd Graßl, Malte Krohn, Anselm Lenhard, of GLNS acted as legal advisors to zooplus AG. Andreas Boos of Buntscheck Rechtsanwaltsgesellschaft mbH also acted as legal advisor to zooplus AG.

H&F Executives X-A, L.P., H&F Executives X, L.P., Hellman & Friedman Capital Partners X (Parallel), L.P., Hellman & Friedman Capital Partners X, L.P, HFCP X (Parallel - C), L.P. and H&F Associates X 2021, L.P., funds of Hellman & Friedman LLC, complete the acquisition of zooplus AG (XTRA:ZO1) from Management Board Members of zooplus, Maxburg Beteiligungen GmbH & Co. KG and others on November 3, 2021.