Voluntary Public Takeover Offer of Photon Management GmbH to the shareholders of PNE AG

On 10 October 2019, Photon Management GmbH (the “Bidder”) an affiliate of funds managed and advised by Morgan Stanley Infrastructure Inc. and part of Morgan Stanley’s global private infrastructure investment platform, Morgan Stanley Infrastructure Partners (“MSIP”), announced its intention to launch a voluntary public takeover offer to all shareholders of PNE AG.

You have entered the website which Photon Management GmbH has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) (the “Takeover Offer”) for all shares of PNE AG (the “Company”) not already directly held by the Bidder.

In order to access further information in connection with the Takeover Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

The Bidder publishes on this website information concerning the Takeover Offer. The Takeover Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers with a limited U.S. shareholder base. The offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer (the “Offer Document”) have been or will be applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany or applicable securities laws of the United States of America.

The Takeover Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States of America.

The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer outside the Federal Republic of Germany being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, the Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the non-compliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell shares in the Company. With the exception of the Offer Document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase shares in the Company.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, outside of the scope of the public Takeover Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Takeover Offer for the Company, for those shareholders of the Company who choose not to accept the Takeover Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which 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 the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

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