Disclaimer – Important Notice

Tender Offer Faurecia Participations GmbH / Hella GmbH & Co. KGaA

You have entered the website which Faurecia Participations GmbH has designated for the publication of documents and information in connection with its voluntary public tender offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) for all no-par value bearer shares of Hella GmbH & Co. KGaA against payment of a cash consideration announced on August 14, 2021 (“Tender Offer”).

In order to access further information in connection with the Tender Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

Faurecia Participations GmbH (the “Bidder”) publishes on the following pages information concerning the Tender Offer. The Tender Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German ordinance relating to the contents of offer document, consideration related to takeover offers and mandatory offers, and exemptions from the obligation to publish and to make an offer (WpÜG-Angebotsverordnung).

The announcements made on this website are neither an offer to purchase nor a solicitation of an offer to sell shares in Hella GmbH & Co. KGaA. The definite terms and conditions of the Tender Offer, as well as further provisions concerning the Tender Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of shares in Hella GmbH & Co. KGaA are strongly advised to read the offer document and all other documents regarding the Tender Offer when they become available, as they will contain important information.

The Tender Offer will be published exclusively under the laws of the Federal Republic of Germany. Any contract concluded on the basis of the 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.

Neither the offer document nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any U.S. federal or U.S. state securities commission.

No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Tender Offer for the Bidder, for those shareholders of Hella GmbH & Co. KGaA who choose not to accept the Tender Offer or for future financial results of the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

It is reminded that the publication, dispatch, distribution or dissemination of the offer document or any other documents associated with the Tender Offer may be subject to legal or regulatory restrictions. The offer document and other documents relating to the Tender Offer may therefore not be published, transmitted, distributed or disseminated by third parties in other jurisdictions if and to the extent that such transmission, publication, distribution or dissemination would contravene applicable foreign laws or would be conditional upon compliance with regulatory proceedings or the grant of any approval, or contingent upon other conditions which have not been complied with, granted or met.

The Tender Offer may be accepted by all German and foreign shareholders of Hella GmbH & Co. KGaA (including those with a domicile, registered office or habitual abode in Germany, the European Union or the European Economic Area) in accordance with the terms of the offer document and the applicable legal provisions in the given case.

The acceptance of the Tender Offer outside of Germany, the European Union or the European Economic Area may be subject to legal restrictions or limitations. Shareholders of Hella GmbH & Co. KGaA who come into possession of the offer document outside of Germany, the European Union or the European Economic Area and want to accept the Tender Offer outside of Germany, the European Union or the European Economic Area and/or fall within the scope of the laws of jurisdictions other than those of Germany, the European Union or the European Economic Area are advised to acquaint themselves with and comply with such laws. The Bidder and persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG or their subsidiaries assume no responsibility that the acceptance of the Tender Offer outside of Germany, the European Union or the European Economic Area will be in compliance with the legal provisions respectively applicable in those jurisdictions.

The Tender Offer may be accepted by shareholders of Hella GmbH & Co. KGaA domiciled in the United States of America (the “US-Shareholders”). The Tender Offer is subject to the exemptions under the U.S. Securities Exchange Act of 1934 as amended (the “U.S. Exchange Act”). Accordingly, the Tender Offer will be subject to certain procedural requirements, including with respect to the settlement procedures, which are different from those applicable under the U.S. Exchange Act.

It may be difficult for U.S.-Shareholders to enforce their rights and claims arising out of the U.S. federal securities laws because the Bidder and Hella GmbH & Co. KGaA are headquartered in a country other than the United States of America, and some or all of their respective officers and directors may be residents of a country other than the United States of America. U.S.-Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violation of U.S. securities laws. As a result, it may be difficult or impossible for U.S.-Shareholders to effect service of process within the United States of America upon the Bidder and Hella GmbH & Co. KGaA, as applicable, and their respective directors or officers, or to realize against them upon judgments of courts of the United States of America predicated upon civil liabilities under the federal securities laws of the United States of America or the securities laws of any state within the United States of America. In addition, U.S.-Shareholders of Hella GmbH & Co. KGaA should not assume that the courts of Germany: (a) would enforce judgments of United States of America courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States of America or the securities laws of any state within the United States of America; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States of America or the securities laws of any state within the United States of America.

To the extent permissible under applicable laws and regulations, the Bidder and its affiliates or broker(s) (acting as agents or in the name and on behalf of the Bidder or its affiliates, where appropriate) may prior to and after the date of the publication of the offer document, and other than pursuant to the Tender Offer, directly or indirectly purchase, or arrange to purchase, shares of Hella GmbH & Co. KGaA or related securities. These purchases can occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information will be disclosed by means of a press release or other means in the United States of America in a manner comparable to the disclosure made in Germany. No purchases will be made outside of the Tender Offer in the United States of America by or on behalf of the Bidder or their respective affiliates. Affiliates of the financial advisors of the Bidder may engage in ordinary course trading activities in securities of Hella GmbH & Co. KGaA, which may include purchases or arrangements to purchase such securities.

The Tender Offer has not been filed with or reviewed by any federal or state securities commission or regulatory authority of any jurisdiction in the United States of America, nor has any such commission or authority passed upon the accuracy or adequacy of the offer document. Any representation to the contrary is unlawful and may be a criminal offense.

By selecting the “I confirm” button, you warrant that you have read and understood the legal notice above. You acknowledge that your data will be held by Faurecia Participations GmbH and processed to ensure compliance with applicable regulations.