Warburg Pincus attains 82.35% of all PSI shares - Additional Acceptance Period for Public Takeover Offer for PSI commences

Warburg Pincus attains 82.35% of all PSI shares –Additional Acceptance Period for Public Takeover Offer for PSI commences

• Warburg Pincus attains 82.35% of PSI's share capital through tendered or attributable PSI shares upon expiry of the initial acceptance period
• Shareholders who have not yet tendered their PSI shares can still accept the Offer during the additional acceptance period, which will end on 2 January 2026 at 24:00 hours (Frankfurt am Main local time)
• This is the final opportunity to accept the Offer and to receive the highly attractive premium of 62.6% to the undisturbed 3-month volume weighted average price prior to 9 October and of 83.7% to the Xetra closing share price on 8 October 2025
• Closing of the transaction is expected to take place in the first quarter of 2026. First regulatory clearances have already been granted
• Warburg Pincus intends to delist PSI as soon as possible after the Offer with support of the Management Board of PSI. The delisting could make it difficult for remaining shareholders to sell their PSI shares in the future

Berlin, 18 December 2025. Zest Bidco GmbH (the "Bidder"), a holding company indirectly controlled by funds managed by Warburg Pincus LLC (together "Warburg Pincus"), today published the results of its voluntary public takeover offer ("Offer") for all outstanding shares of PSI Software SE ("PSI", ISIN: DE000A0Z1JH9) at the end of the initial acceptance period.

Upon the expiry of the initial acceptance period on 15 December 2025 at 24:00 hours (Frankfurt am Main local time), the Bidder has already secured approx. 80.83% of all PSI shares through shares tendered into the Offer, PSI shares already held by the Bidder and by persons acting jointly with the Bidder, and PSI shares that the Bidder will acquire from an anchor shareholder under a share purchase agreement. In addition, the Bidder holds cash-settled financial instruments relating to 1.52% of all PSI shares.

PSI shareholders, who have not yet tendered their shares can still accept the Offer during the additional acceptance period which commences on 19 December 2025 and ends on 2 January 2026 at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time).

The additional acceptance period is the final opportunity to accept the Offer and to receive the highly attractive premium of 62.6% to the undisturbed volume-weighted average price of the PSI share over the past three months prior to 9 October, and a premium of 83.7% to the Xetra closing share price on 8 October 2025.

Subject to the fulfillment of the offer conditions, closing of the transaction is currently expected to take place in the first quarter of 2026. First regulatory clearances have already been granted.

Warburg Pincus intends to delist PSI from the stock exchange as soon as possible after settlement of the Offer to benefit from financial flexibility and a stable ownership structure. The Management Board of PSI considers the implementation of its long-term strategy away from a stock market environment to be beneficial for the Company and, subject to its fiduciary duties, supports the potential delisting. The delisting would significantly reduce the trading volume of the PSI shares and could make it difficult for the remaining shareholders to sell their PSI shares in the future.

The offer document, a non-binding English translation, and other information in connection with the Offer are available on the following website: https://www.offer-power.com.

An offer hotline for shareholders is available Monday to Friday between 9:00 – 17:00 hours CET under +49 (0) 69 92014 9707 or per e-mail via PSISoftware-Power@emberapartners.com

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 85 billion US-Dollar in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,000 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 https://www.warburgpincus.com or follow us on LinkedIn.

Media Relations Contact – Warburg Pincus

Alice Gibb

Director – Head of Communications, Europe

T: +44 207 306 30 90

E: alice.gibb@warburgpincus.com

Katharina Gebsattel

Communications

T: +49 172 718 68 57

E: katharina.gebsattel@warburgpincus.com

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in PSI Software SE. The final terms of the Offer as well as other provisions relating to the Offer are set out in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in PSI Software SE are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information.

The Offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.