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Voluntary Public Takeover Offer of SWOCTEM GmbH to the shareholders of Klöckner & Co SE

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH SWOCTEM GMBH REGARDS AS UNDULY ONEROUS

Disclaimer – Legal Notices

You have entered the website, which SWOCTEM GmbH has designated for the publication of documents and information in connection with its voluntary public takeover offer to acquire all shares of Klöckner & Co SE not directly held by it.

In order to be allowed to access this website, shareholders of Klöckner & Co SE are kindly requested to thoroughly read and acknowledge the following legal notices.

On March 13, 2023, SWOCTEM GmbH (“Bidder“) published its decision to make an offer to the shareholders of Klöckner & Co SE to acquire all shares in Klöckner & Co SE not directly held by it by way of a voluntary public takeover offer (the “Offer“).

On this website, you will find the offer document published on March 27, 2023, 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 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) dated March 13, 2023, the publications of announcements pursuant to Section 23 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG), as well as press releases and other information regarding the Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) approved the publication of the offer document on March 27, 2023. 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 German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – 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 Societas Europaea (SE), with its registered seat in Germany 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 such securities regulator.

Shareholders of Klöckner & Co SE whose place of residence, incorporation, or habitual abode is in the United States of America (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 & Co SE 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 & Co SE 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 & Co SE 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 & Co SE. Shareholders of Klöckner & Co SE 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 judgement of a court in the country of residence, incorporation, or habitual abode of a shareholder of Klöckner & Co SE.

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 & Co SE 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 & Co SE. 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 Klöckner & Co SE, which may include purchases or agreements to purchase such securities.

The receipt of cash pursuant to the Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Klöckner & Co SE shares is urged to consult their independent professional advisor immediately regarding the tax consequences of the acceptance of the Offer. Neither the Bidder nor the persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor its or their respective directors, officers or employees assume any responsibility for any tax consequences or liabilities resulting from an acceptance of the Offer.

The publication, dispatch, distribution, or other dissemination of 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 may be subject to legal restrictions. The offer document and other documents related to the Offer may not be published, dispatched to, distributed, or otherwise disseminated by third parties in countries in which this would be illegal. The Bidder has not permitted the publication, dispatch, distribution or dissemination of the offer document or other documents related to the 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 Klöckner & Co SE is solely made on the terms and conditions of the Offer. The further information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Klöckner & Co SE, and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer 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 March 27, 2023. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.

I hereby confirm that I have read, and taken note of, the above legal notices and information.