EQS-Adhoc

ENCAVIS AG:

EQS-Ad-hoc: ENCAVIS AG / Key word(s): Agreement/Investment ENCAVIS AG: 14-March-2024 / 08:30 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Disclosure of an inside information according to Article 17 MAR of the Regulation (EU) No 596/2014

Execution of an Investment Agreement with KKR; KKR announced a voluntary public takeover; Viessmann to invest as co-investor in KKR-led consortium

Hamburg, 14^th March 2024 – The Management Board of MDAX-listed wind and solar park operator Encavis AG (ISIN: DE0006095003, Prime Standard, Ticker symbol: ECV) (“Encavis” or the “Company”) and Blitz 21-823 AG (in future: Elbe BidCo AG, “BidCo”), a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (collectively, “KKR”), have signed an Investment Agreement today to enter into a strategic partnership supporting the long-term growth of Encavis. The family company Viessmann Group GmbH & Co. KG (“Viessmann”) will invest as co-investor in a KKR-led consortium.

BidCo intends to launch a voluntary public takeover offer to all outstanding shareholders of Encavis at a price of EUR 17.50 per share in cash (the “Offer”). BidCo has signed binding agreements with Abacon Capital GmbH and several existing shareholders, representing approximately 31 percent of the total share capital. These existing shareholders will remain indirect long-term investors in Encavis.

The Management Board and the Supervisory Board of Encavis, who have approved the execution of the Investment Agreement today, expressly support the Offer, subject to their review of the Offer Document still to be published by the BidCo as part of their fiduciary duties. The Management Board and the Supervisory Board intend to recommend the acceptance of the Offer to Encavis’ shareholders.

As per the Investment Agreement, BidCo fully supports the current growth strategy of the Management Board including maintaining the existing management team, and safeguarding employee positions. Encavis’ registered office and headquarters in Hamburg as well as other locations shall be maintained. BidCo has undertaken vis-à-vis Encavis not to enter into a domination and/or profit and loss transfer agreement for at least two years from closing. Encavis’ Management Board has agreed in principle to support BidCo’s intention to pursue a potential delisting of Encavis sometime following the closing of the Offer.