EQS-WpÜG: Takeover Offer / Target company: Klöckner & Co SE; Bidder: Swoctem GmbH

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, WITHIN, OR FROM ANY COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE IN VIOLATION OF THE RELEVANT LAWS OF SUCH COUNTRY.

Publication of the decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) in accordance with Sec. 10 para. 1 sent. 1 in conjunction with Sec. 29 para. 1 and Sec. 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”)

Bidder:

SWOCTEM GmbH

Rudolf-Loh-Straße 1

35708 Haiger

Germany

registered with the commercial register of the local court (Amtsgericht) of Wetzlar, Germany,

under HRB 3483

Target Company:

Klöckner & Co SE

Am Silberpalais 1

47057 Duisburg

Germany

registered with the commercial register of the local court (Amtsgericht) of Duisburg, Germany,

under HRB 20486

ISIN: DE000KC01000, WKN: KC0100

On March 13, 2023, SWOCTEM GmbH (“Bidder”), 100 % of the shares of which are directly held by Prof. Dr.-Ing. E.h. Friedhelm Loh, who thereby controls the Bidder, decided to offer to the shareholders of Klöckner & Co SE (the “Company” or “Klöckner”), to acquire, by way of a voluntary public takeover offer, all no-par value registered shares of the Company (ISIN DE000KC01000) with a notional interest in the share capital of the Company of EUR 2.50 per share (the “Klöckner Shares”) not directly held by the Bidder against payment of a cash consideration in the amount of EUR 9.75 (the “Offer”). The offer price complies with the statutory requirements.

The Offer will be launched based on the terms and conditions to be set out in the offer document for the Offer. The offer document for the Offer (in German and a non-binding translation in English) as well as further information relating to the Offer will be published on the internet at https://www.offer‑swoctem.com.

The closing of the Offer will be subject to certain conditions. These are expected to include, amongst others, antitrust and other regulatory clearances and other conditions in line with market practice. However, the Offer will not subject to a condition that a minimum number of Klöckner Shares are tendered. The Bidder further reserves the right to deviate from the conditions and other key data presented herein and/or to include additional conditions in the final terms and conditions of the Offer, to the extent legally permissible.

Important Notice:

This announcement constitutes neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will only be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has granted permission to publish the offer document. Investors and shareholders of Klöckner are strongly advised to carefully read the offer document and all other documents relating to the Offer as soon as they have been announced, as they will contain important information.

The Offer will be governed exclusively by the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America (the “United States“). Any contract formed by acceptance of the Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany.

Shareholders of Klöckner whose place of residence, incorporation, or habitual abode is in the United States should note that the Offer is 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 being made in the United States in reliance on the Tier II 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 subject to the securities laws of the United States, such laws only apply to shareholders of Klöckner whose place of residence, incorporation, or habitual abode is in the United States so no other person has any claims under such laws.

It may be difficult for shareholders of Klöckner whose place of residence, incorporation, or habitual abode is 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 Klöckner is organized under the laws of the Federal Republic of Germany and registered with a commercial register 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 Klöckner. Shareholders of Klöckner 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 a shareholder of Klöckner.

The Bidder and its affiliates or brokers (acting as agents of the Bidder or its affiliates, if any) may, to the extent permitted by applicable laws or regulations, directly or indirectly acquire shares in Klöckner or enter into agreements to acquire shares outside of the Offer before, during or after the term of the Offer. This also applies to other securities convertible into, exchangeable for or exercisable for shares of Klöckner. These purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms. If such purchases or agreements to purchase are made, they will be made outside the United States and will comply with applicable law, including, to the extent applicable, the Exchange Act. All information regarding such purchases will be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on the website of the Bidder at https://www.offer-swoctem.com. To the extent that information on such purchases or purchase agreements is published in Germany, such information shall also be deemed to be publicly disclosed in the United States. In addition, the financial advisors of the Bidder may also act in the ordinary course of trading in securities of the Company, which may include purchases or agreements to purchase such securities.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume”, “consider” and similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of SWOCTEM GmbH and the persons acting together with SWOCTEM GmbH. Such forward-looking statements are based on current plans, estimates and forecasts, which SWOCTEM GmbH and the persons acting together with it have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by SWOCTEM GmbH or the persons acting together with it. It should be kept in mind that actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.

Haiger, March 13, 2023

SWOCTEM GmbH