Ad-hoc Disclosure acc. to Art. 17 MAR: Final offer price for IPO of IONOS Group SE set at EUR 18.50 per share

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Ad-hoc Disclosure acc. to Art. 17 MAR

Final offer price for IPO of IONOS Group SE set at EUR 18.50 per share

Karlsruhe/Berlin, February 7, 2023. United Internet AG (“United Internet”) and WP XII Venture Holdings II SCSp (“WP XII”), an affiliate of Warburg Pincus (together “Warburg Pincus”), the shareholders of IONOS Group SE (75.1% and 24.9%, respectively), today announced the final offer price for the shares in IONOS Group SE (together with its subsidiaries “IONOS” or the “Company”), at EUR 18.50 per share.

24,150,000 shares from the holdings of United Internet and Warburg Pincus are being placed with investors, consisting of 15,771,000 ordinary registered shares with no par value from the holdings of United Internet AG, 5,229,000 ordinary registered shares with no par value from the holdings of Warburg Pincus and 3,150,000 additional ordinary registered shares with no par value from an over-allotment in connection with the greenshoe option from the holdings of United Internet and WP XII.

Assuming full exercise of the greenshoe option the total placement volume amounts to approx. EUR 447 million at the final offer price. The expected free float, assuming full exercise of the greenshoe option, amounts to c. 17.3%. Upon completion of the offering and assuming full exercise of the greenshoe option, United Internet will hold c. 62.1% and WP XII will hold c. 20.6% of the shares in the Company.

IONOS Group SE’s shares will be trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the ISIN: DE000A3E00M1, WKN: A3E00M and Ticker Symbol: IOS from February 8, 2023.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities. The securities have already been sold.

Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”). The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in the Company in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There was and is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

Subject to certain exceptions under applicable law, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

This announcement may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or developments and the actual outcome could differ materially from the forward-looking statements.

This ad hoc disclosure is directed at and/or for distribution only to persons outside the United Kingdom or in the United Kingdom to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons") or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated. This ad hoc disclosure is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this ad hoc disclosure or any of its contents. Any investment or investment activity to which this ad hoc disclosure relates is available only to relevant persons and will be engaged in only with relevant persons.

In member states of the European Economic Area ("EEA") other than Germany, this ad hoc disclosure is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended ("Qualified Investors"). Further, if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a Qualified Investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

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