B&S Group S.A.

Regulatory Filings • Nov 17, 2025

This is a joint press release by B&S Group S.A. ("B&S" or the "Company") and ELBF Investments Netherlands B.V. (the "Offeror"), an affiliate of Sarabel Invest S.à r.l. and/or Sarabel II B.V. ("Sarabel"). This joint press release is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014) (the "MAR"), and Section 4, paragraphs 1 and 3 of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the announced recommended public offer by the Offeror for all the issued and outstanding share capital of B&S (the "Offer", together with the transactions contemplated in connection therewith the "Transaction"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM") which has been published on 17 September 2025, and subject to the restrictions set forth therein. Terms not defined in this joint press release will have the meaning as set forth in the Offer Memorandum. This joint press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

Percentage of Shares already held and tendered under the Offer at 97.25%

Amsterdam, the Netherlands / Mensdorf, G-D Luxembourg, 14 November 2025 – The Offeror and B&S jointly announce that, during the Offer Period, which expired yesterday, 13 November 2025 (the "Closing Date") at 17:40 hours CET, 13,654,928 Shares were tendered under the Offer, representing approximately 16.22% of B&S' Outstanding Capital. Together with the Shares already directly or indirectly held by the Offeror's Group as of the Closing Date, this represents approximately 97.25% of B&S' Outstanding Capital.

Next steps

In accordance with the Offeror's schedule and with Section 16, paragraph 1 of the Decree and Section 5.5 (Declaring the Offer unconditional (gestanddoening)) of the Offer Memorandum, the Offeror will announce whether it declares the Offer unconditional (gestand doet) on 18 November 2025.

Offer Memorandum, Position Statement and further information

This press release contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this press release is not complete and additional information is contained in the Offer Memorandum and the Position Statement.

Announcements

Any further announcements contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror or Sarabel will be made available on the website https://sarabel.com/. Any press release issued by B&S will be made available on the website https://www.bs-group-sa.com/.

Subject to any applicable requirements of the Law and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to make any public announcement other than as described above and in Section 5.14 (Announcements) of the Offer Memorandum.

For more information, please contact:

Contact details B&S Contact details Sarabel

Investor relations: Simone Pijper-van den Eertwegh

E: investor.relations@bs-group-sa.com E. info@sarabel.com

General restrictions

This joint press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

The information in this joint press release is not intended to be complete. This joint press release is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This joint press release does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire the securities of the Company in any jurisdiction.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the Offeror and the Company disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither the Company, nor the Offeror, nor any of their advisers assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders who are in any doubt as to their position should consult an appropriate professional adviser without delay. This joint press release is not to be released, published or distributed, in whole or in part, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including in or to the United States.

Sarabel and B&S and their respective affiliates or brokers (acting as agents for Sarabel, B&S or their affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase Shares before or during the period in which the Offer remains open for acceptance. Any such purchases may occur either in the open market at prevailing prices or in private transaction at negotiated prices. To the extent required in the Netherlands, any information about such purchases will be made public in the Netherlands in the manner required by Dutch law. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release. In addition, affiliates of the financial advisers to Sarabel and B&S may engage in ordinary course trading activities in the Shares, which may include purchases or arrangements to purchase such Shares.

Forward looking statements

This press release may include "forward-looking statements" and language that indicates trends, such as "anticipated" and "expected". Although the Company and the Offeror believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Neither the Company, nor the Offeror, nor any of their advisers accept any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.

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