Publication of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and para. 3 in conjunction with Section 29 para. 1 and Section 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

Bidder:

sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH)

c/o Milbank LLP

Maximilianstraße 15 80539 Munich

Germany

registered with the commercial register (Handelsregister) of
the local court (Amtsgericht) of Frankfurt am Main under HRB 129025

Target:

va-Q-tec AG

Alfred-Nobel-Straße 33

97080 Würzburg

Germany

registered with the commercial register (Handelsregister) of
the local court (Amtsgericht) of Würzburg under HRB 7368

ISIN: DE0006636681

WKN: 663668

On 13 December 2022, sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the "Bidder") decided to make a voluntary public takeover offer to the shareholders of va‑Q‑tec AG (the "Company") for the acquisition of all no-par value registered shares (auf den Namen lautende Stückaktien) in the Company (ISIN: DE0006636681), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the "va‑Q‑tec Shares"), against payment of a cash consideration of EUR 26.00 per va‑Q‑tec Share (the "Takeover Offer").

The Bidder is a holding company controlled by the EQT X fund ("EQT Private Equity"), which in turn is managed and controlled by affiliates of EQT AB with registered seat in Stockholm, Sweden.

On 13 December 2022, the Bidder and the Company entered into a business combination agreement which contains the principal terms and conditions of the Takeover Offer, as well as the mutual intentions and understandings relating thereto. In this context, the Company’s management board and supervisory board support, subject to their review of the offer document, the Takeover Offer. The business combination agreement further governs the envisaged combination of the Company's pharma‑focused systems and services business with Envirotainer AB, an enterprise controlled by EQT Private Equity, and the envisaged long-term development of the Company’s business in the field of thermal energy efficiency in an independent, new company, following successful implementation of the Takeover Offer. As part of the transaction, the Bidder has committed to investing in the Company's further growth through a capital increase in the amount of 10 % of the share capital resolved by the Company today which will be, subject to completion of the Takeover Offer, fully subscribed by the Bidder at an issue price of EUR 26.00 per share.

EQT Private Equity has partnered with the Company's founding families around Dr. Joachim Kuhn (founder and CEO) and Dr. Roland Caps (founder and former Head of Research and Development), who together hold approximately 26% in the Company's current share capital (the "Founding Families") and agreed under a partnership agreement concluded today to participate in the transaction with a re‑investment of the majority of their current participation.

The completion of the Takeover Offer will be subject to a minimum acceptance threshold of 62.5% of the Company's current share capital (including all shares held by the Founding Families) and certain customary further conditions, including granting of merger control clearance. Closing of the Takeover Offer is expected to occur by Q2 2023.

The Bidder has the firm intention to enter into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) within the meaning of Section 291 para. 1 German Stock Corporation Act (Aktiengesetz) with the Company as subordinated enterprise following completion of the Takeover Offer and on 13 December submitted to the Company the request for the initiation of respective negotiations for the conclusion of such agreement. Furthermore, the Bidder intends to pursue a potential delisting of the Company following completion of the Takeover Offer.

The offer document (in German and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) on the internet at the Bidder's website www.offer-eqt.com.

The Takeover Offer will be made subject to the terms and conditions set out in the offer document. However, the Bidder reserves the right, to the extent permissible by law, to deviate in the offer document from the above described parameters.

Important notice:

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in va‑Q‑tec AG. The Takeover Offer itself as well as its definite terms and conditions and further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to publish the offer document. Investors and holders of shares in va‑Q‑tec AG are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Takeover Offer when they become available, as they will contain important information.

The Takeover Offer will be published exclusively under 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 Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

The Bidder reserves the right, within the limits of applicable law, to directly or indirectly acquire shares in va‑Q‑tec AG outside of the Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in va‑Q‑tec AG will be published without undue delay, if and to the extent required under the applicable statutory provisions.

The information in respect of the EQT X fund (EQT X) contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation of EQT X. Any offer or solicitation in respect of EQT X will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information in respect of EQT X contained herein is not for publication or distribution to persons in the United States of America. Any securities of EQT X 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 or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities of EQT X to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. Any EQT X securities may not be offered or sold in the United States absent registration or an exemption from registration.

Frankfurt am Main, 13 December 2022

sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH)