6 December, 2024 – Today, 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”) has announced its intention to make a public delisting offer (“Delisting Offer“) for all outstanding shares (ISIN: DE0006095003) of Encavis AG (“Encavis“), a leading and proven German renewable energy platform and independent power producer.

Shareholders will receive EUR 17.50 per Encavis share in cash, corresponding to the offer price of the preceding voluntary public tender offer that was completed on 4 December 2024. With the settlement of the preceding voluntary public takeover offer, KKR, Viessmann Generations Group GmbH & Co. KG and ABACON CAPITAL formed a consortium and now hold 87.73% of the shares in Encavis through BidCo.

In addition, BidCo and Encavis today entered into an agreement, pursuant to which Encavis has undertaken to apply for the revocation of the admission to trading of the Encavis shares (ISIN: DE0006095003) on the regulated market (Prime Standard) of the Frankfurt Stock Exchange as well as on the regulated market (Prime Standard) of the Hamburg Stock Exchange (so-called delisting) prior to the expiration of the acceptance period of the Delisting Offer. The Management Board and the Supervisory Board of Encavis are fully supportive of the delisting and intend to recommend that all shareholders accept the offer.

The Delisting Offer will be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). This offer document will be published following receipt of permission from BaFin, at which point the acceptance period of the Delisting Offer will commence. The offer document (in German and a non-binding English translation) and other information pertaining to the Delisting Offer will be published on the following website: https://www.elbe-offer.com. The acceptance period is expected to be approximately 6 weeks starting from publication of the offer document as further set out in the offer document. There will be no additional acceptance period. The Delisting Offer will not be subject to any closing conditions.

PJT Partners is acting as financial advisor and Hengeler Mueller is acting as legal advisors on the Delisting Offer.

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About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

About Encavis

The Encavis AG (Prime Standard; ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.6 gigawatts (GW), of which around 2.2 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO2 per year stand-alone for the Encavis AG. In addition, the Group currently has more than 1.1 GW of capacity under construction, of which around 800 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialised provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.

ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.

Additional information can be found at www.encavis.com.

Media Contacts

KKR

Encavis

Disclaimer and forward-looking statements

This press release is neither an offer to purchase nor a solicitation of an offer to sell Encavis Shares. The final terms of the Delisting Offer as well as other provisions relating to the Delisting Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of Encavis Shares are strongly advised to read the offer document and all other documents relating to the Delisting Offer as soon as they have been made public, as they will contain important information. The offer document for the Delisting Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Delisting Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.elbe-offer.com.

The Delisting Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), the German Stock Exchange Act (Börsengesetz – BörsG) and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Delisting Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Delisting Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of Encavis Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no Delisting Offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This press release may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional Encavis Shares outside the Delisting Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the Offer Price is increased in accordance with the WpÜG, to match any consideration paid outside of the Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of Encavis Shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Delisting Offer will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and Hamburg Stock Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and Encavis included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Delisting Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and on the basis of the so-called Tier II exemption from certain requirements of the Exchange Act, which exemption allows a bidder to comply with certain substantive and procedural rules of the Exchange Act for takeover bids by complying with the law or practice of the domestic legal system and exempts the bidder from complying with certain other rules of the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that Encavis is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with the Bidder as a result of the acceptance of the planned Delisting 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 the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Delisting Offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and Encavis are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.