EQS-Adhoc: SARTORIUS AG: Sartorius successfully completes the placement of its own preference shares with a volume of 200 million euros

Publication of insider information by article 17 of the Regulation (EU) No. 596/2014 (MMVO)

Not for publication, distribution or transmission in South Africa, Canada, Australia or Japan or any other jurisdiction where this would be prohibited. This communication is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended. This communication is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Göttingen, February 7, 2024

Sartorius successfully completes the placement of its own preference shares with a volume of 200 million euros

Placement of own shares

Sartorius Aktiengesellschaft (“Sartorius” or the “Issuer”) has successfully completed the placement of 613,497 preferred shares currently held by the Company (“Placement Preference Shares”), excluding the subscription rights of existing shareholders (the “Placement of Treasury Shares”). The placement preference shares were placed at a price of EUR 326.00 per share. The gross proceeds are approximately 200 million euros. The placement preference shares are fully entitled to dividends from January 1, 2023.

The placement preference shares were offered and sold exclusively to institutional investors as part of a private placement using an accelerated bookbuilding process. After the placement of treasury shares has been completed, Sartorius will be subject to a lock-up, meaning that it will be obliged, among other things, not to sell any further shares or financial instruments convertible into shares and not to carry out a capital increase for a period of 90 days, subject to customary exceptions.

Delivery of the Placing Preferred Shares is expected on or about February 9, 2024.

Use of proceeds

The net proceeds from the placement of treasury shares are intended to accelerate the Sartorius Group’s deleveraging beyond strong operating cash flow and strengthen the company’s overall strategic flexibility.

SSB capital increase

Separately, Sartorius’ French listed subgroup Sartorius Stedim Biotech SA (“SSB”) carried out a capital increase in which 5,150,215 new SSB shares with a volume of approximately 1.2 billion euros were placed as part of an accelerated bookbuilding process ( the “SSB capital increase”).

Investment in the SSB capital increase

Sartorius participated in the SSB capital increase by acquiring 1,716,739 new SSB shares with a total volume of approximately 400 million euros at the placement price of the SSB capital increase.

Important NOTE

This communication may not be published, distributed or published in South Africa, Australia, Canada or Japan. The publication, distribution or disclosure of this notice may be restricted by law or regulation in certain jurisdictions. Accordingly, persons in jurisdictions in which this notice is published, distributed or published must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any applicable jurisdiction.

No notices or information relating to the placement of treasury shares may be publicly disseminated in jurisdictions where registration or approval is required. No steps have been taken and will not be taken in any jurisdiction where such steps would be required. The Issuer’s placement or purchase of the Placing Preference Shares may be subject to legal and regulatory restrictions in certain jurisdictions. The Issuer and its advisors assume no responsibility for any breach of any such restrictions by any person.

This communication does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”) and Regulation (EU) 2017/ 1129, as is also part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”).

This communication is neither a public offer to investors other than qualified investors nor an offer to purchase or a solicitation of interest in making a public offering to investors other than qualified investors in any jurisdiction.

European Economic Area

With respect to the Member States of the European Economic Area (each a “Member State”), no action has been taken and will not be taken for a public offer of the Securities requiring the publication of a prospectus in any relevant Member State, including France and Germany. As a result, the securities may only be offered in the Member States concerned (i) to qualified investors within the meaning of the Prospectus Regulation or (ii) in other circumstances in which the issuer is not required to publish a prospectus in accordance with Article 3(2) of the Prospectus Regulation. These sales restrictions in relation to Member States are in addition to any other sales restrictions that may apply in the relevant Member States.

United Kingdom

With respect to the United Kingdom, no action has been taken and will not be taken to make a public offering of the securities referred to herein requiring the publication of a prospectus. Accordingly, the Securities may and will only be available to (i) qualified investors within the meaning of the UK Prospectus Regulation, (ii) fewer than 150 natural or legal persons (other than qualified investors within the meaning of the UK Prospectus Regulation) or (iii) in accordance with the provisions set out in Article 1 Paragraph 4 of the UK Prospectus Regulation or other circumstances which do not require the issuer to publish a prospectus in accordance with Article 3 of the UK Prospectus Regulation.

The distribution of this announcement has not been made or authorized by an “authorized person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Accordingly, this communication is being distributed only to and is directed only at persons in the United Kingdom who are (i) “investment professionals” within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (in in its current version, the “Order”), (ii) are persons within the meaning of Article 49 Paragraph 2 Letters a to d (“high net worth companies, unincorporated associations etc.”) of the Order, or (iii) Persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be given in connection with the issue or sale of securities (all of these Persons collectively referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to and will only be entered into with Relevant Persons. Any person who is not a Relevant Person should not rely on or act upon the contents of this document.

United States of America

This communication does not constitute an offer or part of an offer to sell securities, a solicitation to purchase or subscribe for securities, or a solicitation to sell securities in the United States.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state or other jurisdiction of the United States may not be offered, sold, pledged or otherwise transferred in the United States absent registration under the Securities Act or an exemption from the registration requirements, or a transaction not subject to the registration requirements. The Issuer does not intend to register all or any part of the Securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States.

South Africa, Australia, Canada and Japan

This communication may not be published, forwarded or distributed in South Africa, Australia, Canada or Japan.

Distribution of this notice may violate applicable law in certain jurisdictions.

Contact

Petra Kirchhoff

Head of Corporate Communications and Investor Relations

+49 (0)551.308.1686

[email protected]

sartorius.com