KDG Public Tender Offer

- Convenience Translation -

Vodafone Vierte Verwaltungs AG

Düsseldorf, Germany

Announcement of the results about the public tender offer

On 22 December 2020, Vodafone Vierte Verwaltungs AG, Düsseldorf, Germany, (the "Bidder") published the offer document for its voluntary tender offer to the shareholders of Kabel Deutschland Holding AG, Unterföhring, Germany, to acquire their no-par value bearer shares (ordinary shares) in Kabel Deutschland Holding AG (ISIN DE000KD88880) (the "KDG Shares") against payment of a cash consideration of EUR 103.00 per share of Kabel Deutschland Holding AG (the "Tender Offer"). The acceptance period for the Tender Offer ended on 1 February 2021, 24:00 hrs (local time Frankfurt am Main, Germany).

1         Announcement of the results

1.1     By the end of the acceptance period on 1 February 2021, 24:00 hrs (local time Frankfurt am Main, Germany) (the "Reference Date"), the Tender Offer has been accepted by shareholders tendering a total of 15,123,389 KDG Shares. This corresponds to approx. 17.1% of the share capital and the voting rights of Kabel Deutschland Holding AG and to an acceptance rate of the Tender Offer of 73.5%.

1.2     On the Reference Date, the KDG Shares held by the Bidder and the total number of KDG Shares the Tender Offer was accepted for amounted to a total of 83,069,242 KDG Shares. This corresponds to approx. 93.8% of the share capital and the voting rights in Kabel Deutschland Holding AG.  

2         Completion

Pursuant to Section 9 of the offer document, the Tender Offer and the agreements with the shareholders of Kabel Deutschland Holding AG which came into existence as a result of the acceptance of the Tender Offer will only be completed if the completion condition has been fulfilled within the period specified therein or validly waived by the Bidder.

The completion condition set out in Section 9.1 ("Foreign Investment Control Clearance") of the offer document has not yet been fulfilled. Therefore, the Tender Offer still remains subject to the fulfilment of the completion condition ("Foreign Investment Control Clearance"). The completion of the Tender Offer will be effected without undue delay, however, not later than seven banking days after the announcement of the fulfilment of the completion condition pursuant to Section 9.4 of the offer document.

Important information:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Kabel Deutschland Holding AG. The terms and further provisions regarding the Tender Offer by the Bidder to the shareholders of Kabel Deutschland Holding AG are set forth in the offer document. Investors and shareholders of Kabel Deutschland Holding AG are strongly recommended to read the offer document as it contains important information.

Düsseldorf, 4 February 2021

Vodafone Vierte Verwaltungs AG

The Management Board

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