GK Software SE publishes joint reasoned statement of the Management Board and the Supervisory Board on the public delisting offer of Fujitsu ND Solutions AG

• Joint reasoned statement of the Management Board and Supervisory Board on the public delisting offer advises the shareholders of GK Software SE to accept the offer
• Delisting offer in the amount of 190.00 Euro per share in the opinion of the Management Board and the Supervisory Board fair and adequate and in the best interest of the Company

The Management Board and the Supervisory Board of GK Software SE ("GK Software" and the "Company") have today published a joint reasoned statement on the public delisting offer (öffentliches Delisting-Erwerbsangebot) by Fujitsu ND Solutions AG (the "Bidder") to acquire all shares in GK Software SE not already directly held by the Bidder (the "Offer") pursuant to section 27 of the German Securities Acquisition and Takeover Act ("WpÜG") (the "Statement"). The Management Board and the Supervisory Board are jointly of the opinion that the offer consideration of Euro 190.00 per GK Software share is fair and adequate and that the Offer is in the best interest of the Company. Against this background, the Management Board and the Supervisory Board support the Offer and recommend the GK Software shareholders to accept it.

The acceptance recommendation is based on the respective independent review and detailed evaluation of the delisting offer document published by the Bidder on 17 May 2023, including the economic and strategic intentions of the Bidder with respect to GK Software set out therein. The basis for the process is the Delisting Agreement with Fujitsu Ltd. and with the Bidder already concluded on 2 May 2023, which also contains provisions to secure the future (re-)financing of the Company after the delisting. Principles for future cooperation have also already been agreed in the Business Combination Agreement concluded on 1 March 2023. The Management Board and the Supervisory Board have carefully and thoroughly reviewed and analysed the adequacy of the consideration offered by the Bidder for the GK Software shares from a financial point of view in light of the current strategy and financial planning of the Company, taking into account the historical share prices of the GK Software shares as well as the relevant information and considerations (including the current geopolitical and macroeconomic situation).

The delisting offer is intended to create the conditions for the withdrawal of GK Software from the Frankfurt Stock Exchange. Subject to the fulfilment of its legal obligations, the Management Board intends to apply for the revocation of the admission of all GK Software shares to trading on the regulated market of the Frankfurt Stock Exchange prior to the expiry of the acceptance period of the delisting offer. In addition, commercially reasonable measures shall be taken which are necessary and possible for the Company to terminate the inclusion of the GK Software shares for trading in the open market (Freiverkehr).

The shareholders of GK Software may accept the delisting offer of the Bidder via their Custodian Bank. The acceptance period is expected to end on 14 June 2023 at 24:00 hours (local time Frankfurt am Main). The detailed terms and conditions of the delisting offer are set out in the delisting offer document. The Bidder was already able to acquire 68.03 % of the GK Software shares in the course of the public takeover offer.

This statement is available free of charge from GK Software SE, Investor Relations, Waldstraße 7, 08261 Schöneck, Germany, phone: +49 800 0005697, fax: +49 37464 8415, inquiries by e-mail to: ir@gk-software.com. In addition, the statement can be viewed on the Internet at https://investor.gk-software.com/de/veroeffentlichungen/all-news/delisting-erwerbsangebot in German and as a non-binding English translation. Only the German version is authoritative.

Legal advice in connection with the delisting offer is being provided by the international law firm Freshfields Bruckhaus Deringer, which already advised GK Software in connection with the public takeover offer by Fujitsu.


Contact:
Investor Relations
GK Software SE
Dr. René Schiller
Ph.: +49 (0)37464-84-264
Fax: +49 (0)37464-84-15
E-mail: rschiller@gk-software.com