Mandatory bid - GZ 2018/3/1

1. Receipt of governmental approvals, i.e. non-prohibition of the share acquisition by the Austrian Federal Competition Authorities/Cartel Court and the German Bundeskartellamt (also under conditions, if applicable) (see Offer Document section 2.3(i));

2. No material adverse effect on the Target Company and its subsidiaries (including no material adverse effect on the Target Company and subsidiaries (including no significant transaction, no major extraordinary events, no revenue decrease by 20% or more and no breach of compliance laws having a reputational impact with stock price sensitivity) (see Offer Document section 2.3(ii));

3. Identical purchase price per share under the Share Purchase Agreement and the Subscription Agreement, each concluded with Bidder (see Offer Document section 2.3(iii));

4. No breach of the "clean title" guarantee under the Share Purchase Agreement (see Offer Document section 2.3(iv));

5. The Shareholders resolve (on the closing date of the Share Purchase Agreement) on a capital increase as foreseen in the Subscription Agreement and on the appointment of two supervisory board members nominated by the Bidder (see Offer Document section 2.3(v));

6. No loss in the amount of half of the registered share capital has occurred, no insolvency, default under the bank financings or other reason likely to result in insolvency proceedings (see Offer Document section 2.3(vi));;

7. No defensive measures are taken by the Offeree Company and no competing bid of a third party with respect to this takeover bid (see Offer Document section 2.3(vii));

8. Unconditional release and termination of the pledge agreement and pledge (if any) in relation to the shares of the Core Shareholders (see Offer Document section 2.3(viii));

9. One-year extension of the Wolford bank loans and restructuring standstill agreement (to 30 June 2019), banks' consent to Bidder as new shareholder of Wolford and confirmation that there is no default (see Offer Document section 2.3(ix)).

0