Takeover offer Warburg Pincus

• On October 13, Warburg Pincus announced to launch a voluntary public takeover offer to all shareholders of PSI Software SE to accelerate the company’s development and growth in the global energy and industrial software market as well as its transformation towards Software-as-a-Service (SaaS) and cloud-native solutions.

• On November 17, Warburg Pincus published the Offer Document on www.offer-power.com, offering shareholders of PSI EUR 45.00 per share in cash. PSI shareholders now have until December 15, 24:00 hrs. CET (if not extended) to accept the offer and tender their shares.

• Warburg Pincus has already signed share purchase agreements and irrevocable undertakings with anchor shareholders, representing approximately 28.5 percent of PSI’s total share capital.

• E.ON will retain its current shareholding of 17.77 percent of PSI shares and has entered into a non-tender agreement with Warburg Pincus. E.ON is a party to the Investment Agreement and qualifies as person acting jointly with Warburg Pincus for purposes of the Offer.

• The Management Board and the Supervisory Board of PSI are reviewing the offer document and hereafter intend to support the Offer and to recommend the acceptance of the Offer to PSI’s shareholders.

• The offer document contains all information and details on the takeover offer, including the name and address of the bidder, the securities offered, the type and amount of the consideration as well as the conditions and acceptance periods.

• In addition, the document contains, for example, information on planned measures to finance the offer, expected effects on the bidder's financial position and statements on future business plans, including possible effects on employees and other parties involved. 

• You can read the full offer document here: www.offer-power.com

• After publication of the offer document, PSI shareholders will receive a notification from their respective custodian bank. On the offer website www.offer-power.com and in the notifications from the custodian banks, shareholders will be informed about the specific steps to tender their shares.

• The offer price of EUR 45.00 per share in cash stated in the offer document represents an attractive premium of 84 percent to the XETRA closing share price of PSI on October 08, 2025, the last undisturbed share price prior to the ad-hoc release of PSI on October 09, 2025, that the Company is in advanced discussions with three parties, and 63 percent to the undisturbed three-month volume-weighted average share price of PSI shares prior to October 09, 2025. 

• Ultimately, PSI shareholders will have to decide for themselves whether they find the offer attractive, as this depends on several individual factors. PSI shareholders are advised to read the offer document carefully. The Management Board and the Supervisory Board intend to recommend the acceptance of the offer to PSI’s shareholders in a joint Reasoned Statement.

• PSI shareholders who have not tendered their shares within the initial acceptance period by December 15, 24:00 hrs. CET, have the opportunity to accept the offer during the so-called “additional acceptance period”. However, this only applies if the minimum acceptance threshold is met by the end of the acceptance period or the bidder has effectively waived this requirement beforehand. The minimum acceptance threshold is 50 percent of the PSI shares plus one share. 

• The additional acceptance period is expected to commence on December 19, 2025 and to expire on January 02, 2026, 24:00 hrs. CET. After the end of the additional acceptance period, the takeover offer cannot be accepted anymore.

• PSI shareholders who may not want to accept the offer don’t need to do anything. 

• Please note, however, that Warburg Pincus contemplates a delisting of PSI shares following the closing of the Offer. This may impact remaining shareholders in their ability to sell their shares.

The signed Investment Agreement defines the framework for the strategic partnership with Warburg Pincus. Under the terms of the agreement, Warburg Pincus fully supports PSI’s ongoing development and current growth strategy, including the ongoing “PSI reloaded” program, and has committed to maintaining the existing management team, safeguarding employee positions, and ensuring the management team’s independence in all business decisions. PSI’s headquarters and corporate seat will remain in Berlin. Warburg Pincus wants to strengthen PSI’s market position and support its international expansion, particularly into the Americas, Europe, and Asia, as well as to drive internal efficiency programs through standardization of processes and consequent internal digitalization.

The Offer Document and all other information relating to the takeover offer are available on the following website: www.offer-power.com. 

The Management Board and Supervisory Board will carefully review the Offer Document in accordance with their legal obligations and submit a joint reasoned statement.

The acceptance period begins upon publication of the Offer Document, during which PSI shareholders will have the opportunity to tender their shares.

The Management Board and the Supervisory Board of PSI support the Offer and intend, subject to their review of the Offer Document published by Warburg Pincus as part of their fiduciary duties, to recommend the acceptance of the Offer to PSI’s shareholders.

The Bidder contemplates a delisting of PSI shares following the closing of the Offer. PSI intends to support such delisting, subject to its review and fiduciary duties of the Management Board.

The final terms and conditions of the Offer are set out in the Offer Document. The Offer Document and other information relating to the takeover offer have been published on: www.offer-power.com.