| Offeree Company | Austriacard Holdings AG |
|---|---|
| ISIN | AT0000A325L0 |
| Offeror | Dai Nippon Printing Co., Ltc |
| Intention to make a bid pursuant to § 5 Takeover Act announced on | 13 May 2026 |
| Bid to be notified pursuant to § 10 Takeover Act (conditional on a period extention request pursuant to § 10 para 1 Takeover Act) until | 27 May 2026 |
| Bid notified pursuant to § 10 Takeover Act on | 27 May 2026 |
| Bid to be announced pursuant to § 11 Takeover Act | Not earlier than 12 Jun 2026, not later than 17 Jun 2026 |
Bid announced pursuant to § 11 Takeover Act on | 12 Jun 2026 |
| Acceptance period | 12 Jun 2026 until and including 21 Aug 2026, 17:00 Vienna local time / 18:00 Athens local time |
| Extended Acceptance period | The Extended Acceptance Period starts, pursuant to § 19 para 3 Takover Act on the day of announcement of the result of the Offer and lasts for three months, provided the Conditions Precedent pursuant to Sections 4.1.1, 4.1.4 and 4.1.5 have been fulfilled at the end of the Acceptance Period. Assuming the result is published on 24 Aug 2026, the Extended Acceptance Period starts on 24 Aug 2026 and ends on 24 Nov 2026. |
| Offer price | EUR 10 (Euro ten) for each ordinary bearer share (cum dividend for 2025 and any further dividend declared by the Target Company after the publication of the Offer). |
| Offer volume | Acquisition of 36,353,868 no-par value ordinary bearer shares of the Target Company, admitted to trading on the Euronext Athens (Main Market Segment) and Vienna Stock Ex-change (Wiener Börse), Official Market (Amtlicher Handel) (Prime Market). |
| Premium | 30% (1M); 36% (3M); 46% (6M); 58% (12M); 61% (24M) |
| Conditions | The Offer is subject to the following Conditions Precedent: (1) Reaching a minimum acceptance threshold of at least 75 % (seventy-five per cent) of all 36,353,868 issued AUSTRIA-CARD Shares (corresponding to at least 27,265,401 AUSTRIACARD Shares) until the end of the Acceptance Period (section 4.1.1); (2) Merger control non-prohibition or clearance in Austria, Germany and Turkey by no later than 31 March 2027 (section 4.1.2); (3) FDI clearance in Austria, Romania and Greece by no later than 31 March 2027 (section 4.1.3); (4) The non-occurrence of a material adverse change regard-ing AUSTRIACARD (No Material Adverse Change) until the end of the Acceptance Period (section 4.1.4); (5) No significant compliance breach having occurred until the end of the Acceptance Period (section 4.1.5). The Bidder expressly reserves the right to waive the fulfilment of individual (or parts of) Conditions Precedent to the extent permitted by law (Section 4.2). |
| Paying agent | Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna |
| Share held by bidder prior to announcement of offer | 0 |
