PSI enters into a Delisting Agreement with Warburg Pincus; Warburg Pincus announces public delisting acquisition offer for PSI Software SE

PSI enters into a Delisting Agreement with Warburg Pincus; Warburg Pincus announces public delisting acquisition offer for PSI Software SE
- PSI enters into delisting agreement with Warburg Pincus
- Warburg Pincus announces public delisting acquisition offer
- Management Board and Supervisory Board consider the implementation of PSI’s long-term strategy outside the public capital markets environment to be beneficial for the Company and support the delisting announced by Warburg Pincus

Berlin, 8 September 2026 – Today, PSI Software SE (“PSI” or “Company”) (ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), a leading global provider of energy and industrial software for the control and optimization of complex systems and processes, and its majority shareholder Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (collectively “Warburg Pincus” or the “Bidder”), entered into a delisting agreement concerning PSI.

As a result of the delisting agreement, Warburg Pincus has announced its intention to make a public delisting acquisition offer (the “Offer”) for all outstanding shares of PSI (“PSI Shares”). The Offer will provide for a cash consideration equal to the statutory minimum price, i.e., equal to the weighted average domestic stock exchange price of the PSI Share over the past six months, and for a four-week acceptance period. It will not be subject to any conditions.

The Offer by Warburg Pincus and the resulting delisting are a long-announced component of the strategic partnership that PSI, Warburg Pincus, and E.ON entered into with their Investment Agreement dated 12 October 2025, which is aimed at promoting PSI’s long-term and sustainable growth. The first steps in this process were the voluntary public takeover offer by Warburg Pincus to PSI’s shareholders which was completed in mid-2026 following approval by the Federal Ministry for Economic Affairs and Energy, as well as PSI’s capital increase in July 2026.

The Management Board and the Supervisory Board of PSI support the Offer and intend, subject to their review of the offer document yet to be published by Warburg Pincus as part of their fiduciary duties, to recommend the acceptance of the Offer to PSI’s shareholders. Subject to the same requirement, the Management Board will apply for the delisting of PSI Shares from trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) before the end of the acceptance period. In addition, the Management Board will take all reasonable measures to terminate the inclusion of the PSI Shares for trading on the open market (Freiverkehr) of any other stock exchange or any other multilateral trading facility or organized trading facility, provided that the inclusion was initiated by the Company. This may result in very limited liquidity and price availability for PSI Shares.

The offer document for the delisting and other information relating to the Offer will be published by the Bidder following approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, Bafin) on the internet at https://www.offer-power.com.

After publication, the Management Board and Supervisory Board will carefully review the offer document in accordance with their legal obligations and submit a reasoned statement.

About PSI
The PSI Group develops software products for optimizing the flow of energy and materials for utilities and industry. As an independent software producer with nearly 2,300 employees, PSI has been a technology leader since 1969 in process control systems that ensure sustainable energy supply, production and logistics by combining AI methods with industry-proven optimization methods. These innovative industry products can be operated on-premises or in the cloud. www.psi.de

About Warburg Pincus
Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $105 billion in assets under management, and more than 225 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.

Legal Disclaimer
This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of PSI Software SE. The public Delisting Offer itself and further information relating to the public Delisting Offer will be published in the offer document of Warburg Pincus. Investors and shareholders of PSI Software are advised to carefully read the offer document and all other documents relating to the public Delisting Offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they will contain important information. PSI Software SE shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the Delisting Offer.

Forward-Looking Statements
This publication may contain forward-looking statements based on current assumptions and forecasts made by PSI Software. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in PSI Software’s public reports which are available at www.psi.de/en/company/investor-relations/reports. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Contact:

PSI Software SE
Karsten Pierschke
Head of Investor Relations and Corporate Communications
Dircksenstraße 42-44
10178 Berlin
Germany

Phone: +49 30 2801-2727
Email: kpierschke@psi.de