HORNBACH Baumarkt AG: Management Board and Supervisory Board recommend accepting the public delisting offer of HORNBACH Holding AG & Co. KGaA

The Management Board and Supervisory Board of HORNBACH Baumarkt AG ("HORNBACH Baumarkt") published their joint reasoned opinion on the public delisting offer of HORNBACH Holding AG & Co. KGaA ("HORNBACH Holding") to all shareholders of HORNBACH Baumarkt on Friday, January 21, 2022. HORNBACH Holding is the parent company of the HORNBACH Group. HORNBACH Baumarkt is the largest operating subgroup (DIY retail) of HORNBACH Group, which operates a total of 167 outlets and online shops in nine European countries as of November 30, 2021.

The Management Board and Supervisory Board of HORNBACH Baumarkt are of the opinion that the delisting is in the best interests of the HORNBACH Group. After careful and independent review of the offer document published on January 14, 2022, they support the public delisting offer of HORNBACH Holding. The Management Board and the Supervisory Board consider the offer price of € 47.50 in cash per HORNBACH Baumarkt share to adequately reflect the value of the HORNBACH Baumarkt share.

"We support the public delisting offer of HORNBACH Holding and recommend all Baumarkt shareholders to accept the offer and tender their shares. The offer is financially attractive and in the best interests of HORNBACH Baumarkt, its employees and business partners," says Erich Harsch, CEO of HORNBACH Baumarkt.

Against this background, HORNBACH Baumarkt will now apply for the revocation of the admission of HORNBACH Baumarkt shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange in due course.

The joint reasoned opinion of the Management Board and Supervisory Board of HORNBACH Baumarkt is available on the company's Investor Relations website.

Printed copies of the joint reasoned opinion are also available free of charge from HORNBACH Baumarkt AG, Investor Relations, Hornbachstraße 11, 76879 Bornheim, Germany, [email protected].

The acceptance period for the public delisting offer of HORNBACH Holding commenced with the publication of the offer document on January 14, 2022 and will end at midnight (CET) on February 22, 2022.

Please kindly note that only the joint reasoned opinion of the Management Board and Supervisory Board of HORNBACH Baumarkt is authoritative. The information in this press release does not constitute explanations or supplements to the statements in the joint reasoned opinion.

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 nor an offer or recommendation to purchase shares of HORNBACH Holding AG & Co. KGaA. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, are set out in the offer document the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in HORNBACH Baumarkt AG are strongly advised to read the offer document and all other relevant documents regarding the delisting tender offer, since they contain important information.

The delisting tender offer has been 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 is 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 or will be available at www.pluto-offer.com. Any contract that is concluded on the basis of the delisting tender offer will be 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 the period in which the offer remains open for acceptance, 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, during or after the period in which the offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of HORNBACH Baumarkt AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.pluto-offer.com.

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