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Press
Annual General Meeting approves spin-off of Nagarro Group, Nagarro board member Manas Fuloria resigns from Allgeier‘s board as planned

09/25/2020

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would be prohibited by applicable law.

Munich, September 25, 2020 – Yesterday’s Annual General Meeting of Shareholders of Allgeier SE (ISIN DE000A2GS633, WKN A2GS63) has approved the spin-off of the global technology consulting and software development business bundled under Nagarro SE from Allgeier SE.

A total of 50.99 percent of the share capital of Allgeier SE entitled to vote was represented at the Annual General Meeting, which was held as a virtual event. In addition, 6.15 percent of the share capital entitled to vote was represented by postal vote, so that a total of 57.14 percent of the share capital entitled to vote participated in the voting. All resolutions on the agenda were approved by the Annual General Meeting. The resolution on the Spin-off and Transfer Agreement between Allgeier SE and Nagarro SE was passed with 99.93 percent of the votes cast.

This step paves the way for the establishment of an independent global, digital engineering leader with its registered office and stock exchange listing in Germany. The spin-off will allow Nagarro to concentrate independently on the company’s high growth potential with enhanced management focus on the core business. In the future, Allgeier SE will re-focus on its proven buy & build strategy to grow its existing portfolio units above market average through value creating acquisitions and by leveraging the Allgeier and mgm technology partners brands in the German-speaking market.

„Allgeier SE shareholders’ broad approval of the Nagarro spin-off confirms our plan of establishing two leading companies with clear focuses and individual strategies, enabling a differentiated positioning in the capital markets“, said Carl Georg Dürschmidt, Chief Executive Officer of Allgeier SE. „The strong shareholder support provides the basis for Nagarro’s continued growth as a strong global brand with its own identity, organizational design and culture“, added Manas Fuloria, Custodian of Entrepreneurship in the Organization (CEO) of Nagarro SE.

Allgeier and Nagarro will now proceed with the preparations for the listing of Nagarro SE. A joint Capital Markets Day for Allgeier and Nagarro has been announced for next Monday, September 28, 2020. Interested parties can attend the event via the link on Allgeier SE’s website (https://www.allgeier.com/en/investor-relations/spin-off/) after registration. The spin-off and subsequent listing of Nagarro SE is currently scheduled for December 2020.

As planned in the course of the spin-off process, Mr. Manas Fuloria has resigned from his position on the Management Board of Allgeier SE as of the end of yesterday (September 24, 2020) in order to fully focus on his function as a member of the Management Board of Nagarro SE with immediate effect. Following the scheduled resignation of Manas Fuloria, the Management Board of Allgeier SE consists of three members: Carl Georg Dürschmidt, Dr. Marcus Goedsche and Hubert Rohrer.

Legal note

This press release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy or subscribe for any securities in the United States of America (“U.S.”), Canada, Japan, Australia or in any other jurisdiction. Any securities to be distributed in connection with this transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state of the U.S. Neither Nagarro SE nor Allgeier SE intends to register any securities referred to herein in the U.S.

This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and is not, and should not be considered as, a recommendation that any person should subscribe for or purchase any securities. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) persons within the scope of article 43 of the Order or (iv) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person must not act or rely on this communication or any of its contents. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of Allgeier SE.

To the extent this announcement contains statements related to our future business and financial performance and future events or developments involving the Allgeier Group and which may constitute forward-looking statements, these statements may be identified by words such as “expect”, “forecast”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate”, “will”, “target” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of Allgeier’s management, of which many are beyond Allgeier’s control. Future actual developments and future actual results may differ from these assumptions and estimates. Allgeier SE gives no guarantee and assumes no liability that future developments and the actual results achieved in the future will correspond to the assumptions and estimates expressed in this announcement. All forward-looking statements only speak as of the date when they were made and Allgeier neither intends, nor assumes any obligation, unless required by law, to update or revise these forward-looking statements in light of developments which differ from those anticipated.