ORBIS and Hörmann establish strategic cooperation

• Hörmann Digital Beteiligungs GmbH subscribes to Orbis AG's capital increase from authorized capital without subscription rights
• Hörmann Digital Beteiligungs GmbH acquires up to 28.02% of the shares in Orbis and is granted the right to acquire further shares in Orbis

Hörmann Digital Beteiligungs GmbH ("Hörmann"), a Hörmann Group company based in Steinhagen, Westphalia, and Orbis AG ("Orbis") today concluded a cooperation agreement on a strategic collaboration. At the same time, Hörmann is acquiring share packages in Orbis and subscribing for new shares as part of a capital increase.

Hörmann has today entered into purchase agreements with GMV Aktiengesellschaft ("GMV"), the largest shareholder of Orbis, and other shareholders for the purchase and acquisition of a total of 2,118,316 shares. The agreed purchase price on the part of GMV is EUR 7.80 per share, for the other shareholders the purchase price is EUR 8.00 per share. The co-founders and board members of ORBIS AG, Thomas Gard and Stefan Mailänder, will continue to hold more than 15% of ORBIS AG.

Also today, Orbis has decided to increase the share capital of currently EUR 9,147,750 by EUR 618,292.00 from the authorized capital against cash contribution under exclusion of the shareholders' subscription rights pursuant to Section 186 (3) sentence 4 AktG ("capital increase"). The capital increase was subscribed in full by Hörmann, subject to the approval of the relevant antitrust authorities. The issue price is EUR 8.00 per share.

The new shares will be included in the Company's existing listing on the regulated market of the Frankfurt Stock Exchange, sub-segment General Standard, after registration of the capital increase in the commercial register and admission to trading.

In addition, Hörmann and GMV have agreed to also acquire the remaining shares of GMV as described below:
In the period from March 1, 2023 to February 28, 2025, Hörmann may acquire the remaining Orbis shares held by GMV at a price of EUR 8.00 per share under a so-called call option.

In the period from March 1, 2025 to February 28, 2026, Hörmann has the following options to acquire if this call option is not exercised: GMV has undertaken to tender the remaining Orbis shares held by GMV to Hörmann in the event of a voluntary takeover bid by Hörmann which includes an offer price of at least EUR 8.00 per share (Irrevocable).

Hörmann has granted GMV the option to sell the remaining Orbis shares held by GMV to Hörmann at a price of EUR 8.00 per share (put option), unless a voluntary takeover offer is made.

Instead of acquiring further Orbis shares, Hörmann has the option to offer the shares already acquired by GMV to GMV for repurchase until February 28, 2026.

The transfers of the shares of GMV and of the shares of the other shareholders to Hörmann are subject to the approval of the relevant antitrust authorities.

Contact:
Dr. Sabine Stürmer, Head of Investor Relations,
Tel.: 0681 9924 605