Koninklijke Brill NV

M&A Activity • Nov 8, 2023

This is a joint press release by Koninklijke Brill N.V. ("Brill" or the "Company") and Walter de Gruyter GmbH ("De Gruyter" or the "Offeror"). This joint press release is issued pursuant to the provisions of Section 7, paragraph 1 sub a of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the intended recommended public offer by the Offeror for all issued depositary receipts of ordinary shares in the capital of the Company (the "Depositary Receipts") and all issued and outstanding ordinary shares in the capital of the Company which are not held by Stichting Administratiekantoor Koninklijke Brill (the "Registered Shares", and together with the Depository Receipts, the "Securities"; holders of such securities being referred to as "Securityholders") (the "Offer"). 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 approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.

UPDATE – JOINT PRESS RELEASE

UPDATE ON INTENDED OFFER BY DE GRUYTER FOR BRILL

Leiden, the Netherlands, and Berlin, Germany, 8 November 2023 – Reference is made to the joint press release issued by De Gruyter and Brill on 12 October 2023 in respect of the conditional agreement on a recommended all-cash public offer to be made by the Offeror for all the Securities in the capital of Brill at an offer price of EUR 27.50 per Security (cum dividend).

Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, which requires a public announcement with a status update on an intended public offer within four weeks after such offer is announced, De Gruyter and Brill hereby provide this joint update on the Offer.

De Gruyter and Brill confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum will be filed with the AFM no later than the end of December 2023.

De Gruyter and Brill confirm that the competition clearance process with the Austrian competition authority is ongoing. De Gruyter and Brill are closely co-operating to obtain the competition clearance and expect that clearance will be secured within the timetable of the Offer.

In compliance with the Dutch Works Councils Act (Wet op de ondernemingsraden), the works council of Brill in the Netherlands has been requested to render its advice in connection with the Offer.

Further information:

Uneke Dekkers / Anja Höchle M +31 (0)6 50261626 / +31 (0)6 31973375 E uneke.dekkers@cffcommunications.nl E anja.hoechle@cffcommunications.nl

About Brill

Founded in 1683 in Leiden, the Netherlands, Brill is a leading international academic publisher in the Humanities, Social Sciences, International Law, and Biology. With offices in the Netherlands, Germany, Austria, the USA and Asia, Brill today publishes more than 360 journals and 2,000 new books and reference works each year as well as a large number of databases and primary source research collections. Commitment to Open Access and the latest publishing technologies are at the core of Brill's mission to make academic research available for the scholarly community worldwide. The company's key customers are academic and research institutions, libraries, and scholars. Brill's depositary receipts are listed on Euronext Amsterdam. For further information, please visit www.brill.com.

About De Gruyter

Headquartered in Berlin since 1749 -- and with offices in Boston, Beijing and across Europe -- familyowned academic publisher De Gruyter uses its global reach to promote, disseminate and advance knowledge. Its portfolio makes De Gruyter one of the world's largest and most reputable humanities publishers while extending to subject areas like natural and social sciences, economics, technology, mathematics, architecture, design and more. Eight highly respected publishing brands -- De Gruyter Mouton, De Gruyter Oldenbourg, De Gruyter Akademie Forschung, De Gruyter Saur, Birkhäuser, Deutscher Kunstverlag (DKV), Jovis Verlag and Ubiquity –- are part of De Gruyter. De Gruyter publishes over 120 gold open access journals and is one of the largest independent open access book publishers. A partner and provider of publishing services to top-tier universities, academic societies and publishers, De Gruyter also distributes the complete digital collections of some of the world's most renowned scholarly presses through its University Press Library. The award-winning website degruyter.com hosts the complete De Gruyter collection since 1749 and research published by De Gruyter's imprints and partners. Over 150.000 eBooks and 850.000 journal articles make degruyter.com one of the most comprehensive digital platforms for high-class scholarly content in the world. For more information, visit: www.degruyter.com.

Disclaimers, General Restrictions and Forward-Looking Statements

The information in this announcement is not intended to be complete. This announcement 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 announcement 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 advisors assume any responsibility for any violation by any person of any of these restrictions. The Company shareholders in any doubt as to their position should consult an appropriate professional advisor without delay. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States.

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 advisors 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.