HORNBACH Holding AG & Co. KGaA: HORNBACH Holding successfully completes delisting offer

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One Group - One Listing

HORNBACH Holding successfully completes delisting offer

• HORNBACH Holding stake in HORNBACH Baumarkt increased to 90.86%
• Listing of HORNBACH Baumarkt on the Frankfurt Stock Exchange ends at the end of February 28, 2022

Bornheim (Palatinate), Germany, February 25, 2022. HORNBACH Holding AG & Co. KGaA ("HORNBACH Holding") today announced the results of the public delisting tender offer in the context of the forthcoming delisting of HORNBACH Baumarkt AG ("HORNBACH Baumarkt"). During the acceptance period, which ended on February 22, 2022, 4,011,904 HORNBACH Baumarkt shares were tendered into the offer. This corresponds to around 12.61% of all outstanding HORNBACH Baumarkt shares. Including the HORNBACH Baumarkt shares acquired by HORNBACH Holding in parallel to the delisting tender offer, HORNBACH Holding's shareholding in HORNBACH Baumarkt has increased to 90.86%.

The listing of HORNBACH Baumarkt on the regulated market of the Frankfurt Stock Exchange will end upon expiry of February 28, 2022, as announced by the Frankfurt Stock Exchange on February 23, 2022. The settlement of the delisting offer is scheduled for March 2, 2022.

Albrecht Hornbach, CEO of HORNBACH Holding, commented: "We are delighted that many HORNBACH Baumarkt shareholders have accepted our offer and that the delisting will enable us to dissolve the complex dual stock market listing. As one of Europe's leading DIY store operators, HORNBACH now also presents itself with a clear capital market profile. This will further drive our successful growth."

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About HORNBACH Group
HORNBACH is an independent, family-run, and listed company. In the 2020/21 financial year (balance sheet date: February 28, 2021), it increased its (net) sales by 15.4% to € 5.5 billion. Founded in 1877, HORNBACH is the only DIY sector player with a history stretching back six generations. HORNBACH operates 167 DIY stores and garden centers (including specialist retail stores), online shops in nine European countries and 36 building materials stores (under the umbrella of HORNBACH Baustoff Union). HORNBACH's sales concept and its product ranges are fully aligned to the needs of project and commercial customers. The company guarantees permanently low prices to its customers, making it the price leader in its sector. The high quality of advice and excellent service it provides to customers have been documented in numerous independent tests and studies. With pioneering achievements, such as the first combined DIY store and garden center (1968), the first megastore (1980), and the first DIY store with a drive-in facility (2003), HORNBACH has repeatedly demonstrated its power of innovation. The company has also acted as a jobs motor for decades, with more than 24,000 employees now working to advance its success.

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HORNBACH Baumarkt AG.

The delisting tender offer was published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act and in Canada was made pursuant to applicable exemptions from the formal take-over bid requirements under National Instrument 62-104 - Take-over Bids and Issuer Bids. The documentation relating to the delisting tender offer is available at www.pluto-offer.com. Any contract concluded on the basis of the delisting tender offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, HORNBACH Holding AG & Co. KGaA, its affiliates or its brokers may have purchased or concluded agreements to purchase shares of HORNBACH Baumarkt AG before or during the acceptance period, or may purchase, or conclude agreements to purchase, shares of HORNBACH Baumarkt AG, directly or indirectly, outside of the scope of the delisting tender offer, after the acceptance period. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of HORNBACH Baumarkt AG. These purchases may have been or may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases has been or will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.pluto-offer.com.