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Probi

M&A Activity Dec 13, 2024

3099_rns_2024-12-13_0376a3b5-c8fe-4209-9b09-778a4d1438a5.pdf

M&A Activity

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To the Independent Bid Committee of

Probi AB Ideongatan 1 A 223 70 Lund

Grant Thornton Sweden AB Box 7623 103 94 Stockholm T 08-563 070 00 www.grantthornton.se/radgivning/

December 13, 2024

To the Independent Bid Committee of Probi AB

As of November 20, 2024, Symrise AG, announced a public offer of SEK 350 in cash per share (the "Offer") to the shareholders of Probi AB ("Probi" or the "Company"). The shares in Probi are listed on Nasdaq Stockholm, Mid Cap.

We, Grant Thornton Sweden AB ("Grant Thornton" or "we"), as an independent expert, has been assigned by the Independent Bid Committee of Probi to assess the fairness of the Offer from a financial perspective.

Our assessment of the market value has included, inter alia, valuation based on the income approach, market approach and analysis of the Company's historic share price.

As basis for our assessment, we have reviewed the following information:

    1. The terms of the Offer
    1. Publicly available information about Probi, e.g., annual reports and interim reports
  • Internal information such as company presentation, market analysis, business plan and forecasts

    1. Information from the Company's management
    1. Price and volume information for the Probi share
    1. Information from the financial database LSEG Workspace
    1. Analyst reports regarding the Probi share
    1. Other analyses and information that we have deemed as relevant for the fairness opinion

We have relied upon the accuracy and the completeness of the information provided and otherwise made available to us by representatives of the Company. Grant Thornton do not assume any responsibility for the accuracy in the received information. Changes in the circumstances mentioned may affect the conditions that have formed the basis of our value assessment.

This opinion is addressed to the Independent Bid Committee of Probi for the purpose of serving as a basis for its position regarding the Offer and we do not accept any responsibility for its use for other purposes than this.

Our opinion is based on the market conditions and other conditions, as well as the information provided to us, as at the date of this report. We do not assume any responsibility for any events after this date.

We have not acted as a financial advisor to Probi in connection with the Offer. Our fee for this assignment is not dependent on a decision of the completion of the Offer.

Subject to the foregoing conditions and limitations, it is Grant Thornton's opinion that the Offer as of this date, from a financial point of view, is fair to the shareholders of Probi.

Grant Thornton Sweden AB

Mats Fagerlund Partner

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