BAUER Aktiengesellschaft
BAUER Aktiengesellschaft: Reasoned opinion on the delisting acquisition offer of SD Thesaurus GmbH published

Schrobenhausen, Germany – In accordance with the requirements of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”), the Executive Board and the Supervisory Board of BAUER AG today published their joint reasoned opinion on the mandatory offer and delisting acquisition offer (cash offer) of SD Thesaurus GmbH (“Bidder”) for the shares of BAUER AG (ISIN DE0005168108) published on May 12, 2023.

The Executive Board and the Supervisory Board have thoroughly reviewed the offer document of the Bidder regarding the offer and the objectives and intentions of the Bidder expressed therein and have evaluated it with regard to its effects on BAUER AG, its employees and the other stakeholders – in particular the shareholders – of the Company. Independently of each other, after intensive consultation, they are of the opinion, as detailed in the opinion that the offer is in the interest of the Company as a whole.

The Executive Board and the Supervisory Board, independently of each other, are of the opinion, as detailed in the opinion, that the offer consideration complies with the statutory requirements regarding the minimum value of the consideration and, in addition, can still be considered fair and reasonable from a financial point of view within the meaning of section 31 para. 1 sentence 1 WpÜG. Accordingly, the Executive Board and the Supervisory Board recommend in particular to those shareholders of BAUER AG who are interested in an immediate and possibly complete realization of their investment in Bauer shares to accept the offer.

The joint reasoned opinion of the Executive Board and the Supervisory Board of BAUER AG has been published in German on the internet at https://www.bauer.de/ in the section “Investor Relations” pursuant to section 27 WpÜG.

The acceptance period of the delisting acquisition offer by SD Thesaurus GmbH is expected to end on June 16, 2023 at 24:00 hours.

About Bauer
The BAUER Group is a leading provider of services, equipment and products related to ground and groundwater. The Group operates a worldwide network on all continents. The operations are divided into three future-oriented segments with a high potential for synergy: Construction, Equipment and Resources. Bauer profits greatly from the collaboration between its three separate business divisions, enabling the Group to position itself as an innovative and highly specialized provider of products and services for demanding projects in specialist foundation engineering works and related markets. Bauer therefore offers appropriate solutions for the world’s major challenges, such as urbanization, growing infrastructure needs, the environment, and water. The BAUER Group was founded in 1790 and is based in Schrobenhausen, Bavaria. In 2022, it employed some 12,000 people and achieved total Group revenues of EUR 1.7 billion. BAUER Aktiengesellschaft is listed in the Prime Standard segment of the German stock market. More information can be found at www.bauer.de. Follow us on Facebook, LinkedIn and YouTube!

Contact:
Christopher Wolf
Investor Relations
BAUER Aktiengesellschaft
BAUER-Strasse 1
86529 Schrobenhausen, Germany
Phone: +49 8252 97-1797
Fax: +49 8252 97-2900
investor.relations@bauer.de
www.bauer.de