Voluntary Public Takeover and Public Delisting-Offer of Voltage BidCo GmbH to the shareholders of Schaltbau Holding AG

Disclaimer – Legal Notices

You have entered the website which Voltage BidCo GmbH (the "Bidder") has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) ("WpÜG") for all shares of Schaltbau Holding AG (the "Offer") as well as the publication of documents and information in connection with its public delisting offer to the shareholders of Schaltbau Holding AG pursuant the WpÜG and German Stock Exchange Act (Börsengesetz) ("BörsG") (the "Delisting Offer").

Shareholders of Schaltbau Holding AG (the "Company") are kindly requested to thoroughly read and acknowledge the following legal notices before being allowed to access the website containing information and documents in connection with the Offer and the Delisting Offer.

On this website you will find the offer document published on 25 August 2021, which contains the terms and conditions of the Offer in detail, the publication of the decision to make the Offer pursuant to Sections 29 para. 1, 34, 10 paras. 1 and 3 WpÜG dated 7 August 2021, the publications of announcements pursuant to Section 23 WpÜG, as well as press releases and other information regarding the Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") has permitted the publication of the offer document on 25 August 2021. All information contained and documents made available on this website are for information purposes only, and to comply with statutory provisions, in particular those contained in the WpÜG and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be subject to review or registration proceedings of any securities regulator outside the Federal Republic of Germany, and has not been approved or recommended by any securities regulator.

On this website, you will also find the publication of the decision to make the Delisting Offer in accordance with Section 10 para. 1 WpÜG in conjunction with Section 39 BörsG, dated 7 October 2021. The offer document regarding the Delisting Offer as well as further information regarding the Delisting Offer, once the publication of the offer document has been approved by BaFin, will also be made available on this website. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the WpÜG-Angebotsverordnung, the BörsG and other applicable laws in connection with the Delisting Offer. The Delisting Offer will relate to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Offer will not be submitted to the review or registration procedures of any securities regulatory outside of Federal Republic of Germany and has not been approved or recommended by any securities regulator outside of Federal Republic of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with any law other than the laws of the Federal Republic of Germany.

Shareholders of the Company whose place of residence, incorporation, or habitual abode is in the United States of America (the "United States") should note that the Offer is and the Delisting Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under Section 12 of the Exchange Act. The Offer is and the Delisting Offer will be made in the United States in reliance on the Tier 1 exemption from certain requirements of the Exchange Act, and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is and Delisting Offer will be subject to the securities laws of the United States, such laws only apply to shareholders of the Company whose place of residence, incorporation, or habitual abode is in the United States and no other person has any claims under such laws.

It may be difficult for shareholders of the Company who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since the Company is organized under the laws of the Federal Republic of Germany and registered at a commercial register (Handelsregister) maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant shareholder of the Company. Shareholders of the Company may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant shareholder of the Company.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Offer and/or the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Offer and/or the Delisting Offer may not be dispatched to, disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer and/or the Delisting Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

An offer to acquire shares in the Company is solely made on the terms and conditions of the Offer or on the terms of the Delisting Offer, respectively. The further information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in the Company, and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer or the terms of the Delisting Offer, respectively, may differ from the basic information contained on this website. The terms and conditions of the Offer are exclusively contained in the offer document published on 25 August 2021. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law. The final terms of the Delisting Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms of the Delisting Offer to the extent permitted by law.

I hereby confirm that I have read the preceding disclaimer and information.

I CONFIRM I DO NOT CONFIRM