Zest Bidco GmbH / Key word(s): Tender Offer
Acceptance Period of Warburg Pincus' Voluntary Public Takeover Offer for PSI Software SE commences
17.11.2025 / 12:24 CET/CEST
The issuer is solely responsible for the content of this announcement.

Acceptance Period of Warburg Pincus' Voluntary Public Takeover Offer
for PSI Software SE commences

• Offer Price of EUR 45.00 representing a highly attractive premium of 62.6% to the undisturbed 3-month volume weighted average price prior to 9 October 2025 and of 83.7% to the Xetra closing share price on 8 October 2025.
• Acceptance period commences today and will end on 15 December 2025 at 24:00 hours (Frankfurt am Main local time). Closing of the transaction is expected to take place in the first quarter of 2026.
• Management Board and Supervisory Board of PSI support the Offer and intend to recommend shareholders to accept the Offer.
• Warburg Pincus intends to delist PSI as soon as possible after the Offer with support of the Management Board of PSI.

Berlin, 17 November 2025. Following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, " BaFin "), Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (together " Warburg Pincus ") today published the offer document for its voluntary public takeover offer (" Offer ") for all outstanding shares of PSI Software SE (" PSI ", ISIN: DE000A0Z1JH9), for a cash consideration of EUR 45.00 per PSI share (" Offer Price ").

Beginning today, PSI shareholders can accept the Offer and tender their shares for the Offer Price. The acceptance period will end on 15 December 2025 at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time). Details on how the Offer can be accepted are set out in the offer document. PSI shareholders should contact their respective custodian bank to tender their shares and inquire for any relevant deadlines set by their custodian bank which may require actions prior to the formal end of the acceptance period.

An offer hotline for shareholders is available Monday to Friday between 9:00 – 17:00 hours CET under +49 (0) 69 92014 9707 or per e-mail via....

The Offer Price implies an equity valuation for PSI of approximately EUR 702 million. The Offer Price represents a highly attractive premium of 62.6% to the undisturbed volume-weighted average price of the PSI share over the past three months prior to 9 October, and a premium of 83.7% to the Xetra closing share price on 8 October 2025.

The decision to launch the Offer was preceded by a highly competitive and transparent bidding process. The Bidder was able to prevail among various interested parties. The Offer Price therefore already reflects a significant portion of the future value potential of PSI outside of the public markets.

Management Board and Supervisory Board of PSI support the Offer and intend, subject to their review of the offer document, to recommend PSI shareholders to accept the Offer.

Subject to the fulfillment of the offer conditions, closing of the transaction is currently expected to take place in the first quarter of 2026. Warburg Pincus intends to delist PSI from the stock exchange after settlement of the Offer to benefit from financial flexibility and a stable ownership structure. The Management Board of PSI considers the implementation of its long-term strategy away from a stock market environment to be beneficial for the Company and, subject to its fiduciary duties, supports the potential delisting.

Warburg Pincus does not require a domination and profit and loss transfer agreement (DPLTA) to finance the Offer or to realize its strategic and economic objectives and, hence, has undertaken in the Investment Agreement not to enter into a DPLTA with PSI for two years following settlement of the Offer.

The offer document, a non-binding English translation, and other information in connection with the Offer are available on the following website:.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than 85 billion US-Dollar in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit href=""> or follow us on LinkedIn.

Media Relations Contact – Warburg Pincus

Alice Gibb

Director – Head of Communications, Europe

T: +44 207 306 30 90

E:...

Katharina Gebsattel

Communications

T: +49 172 718 68 57

E:...

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in PSI Software SE. The final terms of the Offer as well as other provisions relating to the Offer are set out in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in PSI Software SE are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information.

The Offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

17.11.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group.
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