EQS-WpÜG: Takeover Offer / Target company: artnet AG; Bidder: Scur-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH)

Announcement of the decision to make a voluntary public takeover and delisting offer
(freiwilliges öffentliches Übernahme- und Delistingangebot) pursuant to
Section 10 paras. 1 and 3 in connection with Sections 29 para. 1, 34
German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz) and
Section 39 para. 2 sentence 3 no. 1 German Stock Exchange Act (Börsengesetz)

Bidder:
SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH)
c/o SCUR24 Holding GmbH
Schwanthalerstraße 73
80336 Munich
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht)
of Munich, Germany, under registration number HRB 301582

Target company:
artnet AG
Niebuhrstraße 78
10629 Berlin
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht)
of Charlottenburg, Germany, under registration number HRB 98006 B

ISIN DE000A1K0375 / WKN A1K037

On 27 May 2025, SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH) (the "Bidder"), an investment vehicle advised by Beowolff Capital Management Ltd., London, decided to make a voluntary public takeover and delisting offer (freiwilliges öffentliches Übernahme- und Delistingangebot) to the shareholders of artnet AG ("artnet") for the acquisition of all no‑par value registered shares (auf den Namen lautende Stückaktien) in artnet (ISIN DE000A1K0375) ("artnet Shares"), each artnet Share representing a proportionate amount of EUR 1.00 of artnet's share capital, ("Offer"). The Bidder intends to offer a cash consideration of EUR 11.25 per artnet Share. In accordance with Section 39 para. 3 sentence 1 German Stock Exchange Act (Börsengesetz), the Offer will not be subject to any conditions.

Today, the Bidder and certain shareholders of artnet entered into (i) irrevocable undertakings pursuant to which such shareholders have undertaken to accept the Offer for their artnet Shares, and (ii) share purchase agreements for the acquisition of artnet Shares by Bidder at a price equal to the Offer Price, including 18.6 % of all artnet Shares held by Andrew E. Wolff, a person acting jointly (gemeinsam handelnde Person) with the Bidder. The irrevocable undertakings and the share purchase agreements refer to in total 65 % of all voting rights and the entire share capital of artnet, and constitute "instruments" within the meaning of Section 38 German Securities Trading Act (Wertpapierhandelsgesetz).

Some artnet shareholders have further undertaken to reinvest a certain portion of their proceeds from the Offer into the holding structure of the Bidder against issuance of shares, whereby the subscription value (calculated per artnet share held by the Bidder following consummation of the Offer) will not exceed the offer price under the Offer.

In connection with the Offer, the Bidder and artnet today entered into an investment and delisting agreement regarding the principal terms of the Offer as well as the mutual intentions and understandings with regard to the future collaboration. In the Investment and Delisting Agreement, the Bidder and artnet have agreed that, subject to customary conditions and caveats, artnet will support the Offer and apply for the revocation of the admission to trading of the artnet Shares on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with effect from the end of the additional acceptance period of the Offer, and, following submission of the delisting application, take all commercially reasonable steps and measures to terminate the inclusion of the artnet Shares in the trading on the open market (Freiverkehr) of any other stock exchange.

The offer document for the Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Offer will be published on the internet under www.leonardo-offer.com.

Important Notice

This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell artnet Shares. The Offer itself as well as its terms and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. Investors and holders of artnet Shares are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Munich, 27 May 2025

SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH)