Tender Offer

SHELLY GROUP SE

INFORMATION

pursuant to Article 151, paragraph 4 of the Public Offering of Securities Act (“POSA”)

regarding the tender offer registered under Art. 149б of POSA by SE 2026 A SAS, indirectly wholly-owned subsidiary of Schneider Electric SE, for the acquisition of all shares of SHELLY GROUP SE

Pursuant to Article 151, paragraph 4 of the Public Offering of Securities Act (the “POSA”), the Board of Directors of SHELLY GROUP SE, UIC 201047670, having its seat and registered address in the Republic of Bulgaria, city of Sofia, 1407, Borough of Lozenets, 51, Cherni Vrah Blvd., building 3, 2nd and 3rd floor (the “Company”), hereby makes an announcement that on 28 September 2026 via email delivered at 13:29 o’clock Bulgarian time the Company received a notification on the grounds pf Article 151, paragraph 3 of POSA from SE 2026 A SAS, together with a tender offer under Art. 149б of POSA registered with the Financial Supervision Commission for the acquisition of all shares of the Company’s capital by SE 2026 A SAS (the “VTO”).

Information about the registered VTO and its material terms and conditions pursuant to Article 151, paragraph 4 of POSA is provided hereinbelow:

As of the date of this notification, the VTO has only been registered with the Financial Supervision Commission and has not yet been approved by it.

I. Information regarding the Bidder

SE 2026 A SAS is a French simplified joint-stock company (société par actions simplifiée (Société à associé unique)), registered with the Nanterre Trade and Companies Register (RCS) under number 109 183 798, with European Unique Identifier (EUID) FR9201.109183798, having its registered office at 35 Rue Joseph Monier, 92500 Rueil-Malmaison, France, and LEI 2549004FAA64U8SOH231(the “Bidder”).

The scope of activity of the Bidder includes: All transactions carried out on its own behalf relating to the acquisition, sale and management of French and foreign securities of any kind and issued by any enterprises; the acquisition, subscription, management, sale and exchange of such securities and of all equity interests; the acquisition of interests and direct or indirect participation in any existing or future companies or undertakings by any means whatsoever, including the incorporation of companies, contributions in kind, subscriptions for shares, bonds or other securities, acquisition of partnership interests in general partnerships, limited partnerships or joint ventures, mergers, alliances, and by any other means and in any other forms used in France or abroad; the acquisition and allocation for its benefit of any movable and immovable property, the exploitation and management of such assets, their sale and contribution to companies; participation in any transactions relating to the operation, management and administration of any businesses or undertakings; and the construction, acquisition and leasing of real estate necessary for the purposes of the company.

The Bidder is solely managed and represented by its President Florent Julien Berard, a French national born on June 11, 1988, with professional address 35, rue Joseph Monier, 92 506 Rueil-Malmaison, France, phone +33 0676975940.

The entire share capital of the Bidder is wholly owned by Schneider Electric Industries SAS, a simplified joint-stock company with a sole shareholder (société par actions simplifiée à associé unique), incorporated under the laws of France, registered with the Trade and Companies Register of Nanterre, France under registration number 954 503 439, having its registered office at 35 Rue Joseph Monier, 92500 Rueil-Malmaison, France.

Schneider Electric Industries SAS is in turn wholly owned by Schneider Electric SE, a European company (société européenne), incorporated under the laws of France, registered with the Trade and Companies Register of Nanterre, France under registration number 542 048 574, having its registered office at 35 Rue Joseph Monier, 92500 Rueil-Malmaison, France. A description of the shareholder structure in the Bidder is attached as Appendix No. 10 to the VTO.

The Bidder is a member of the Schneider Electric Group with headquarters in France. Schneider Electric is a global energy technology leader focused on the convergence of electrification, automation and digital intelligence. The Schneider Electric Group provides technologies, software, systems, digital services and advisory solutions that enable buildings, data centers, factories, infrastructure and grids to operate as open, interconnected and efficient ecosystems. With operations in more than 100 countries, approximately 160,000 employees worldwide, 2025 revenues exceeding EUR 40 billion and its market capitalization of approximately EUR 164 billion as of 17 September 2026, Schneider Electric is one of the leading global players in energy management, industrial automation, digitalization, building technologies, data center infrastructure, smart grid solutions and sustainability-oriented energy technologies.

II. Information regarding the offered price per share

The Bidder offers to acquire all shares of the remaining shareholders in the Company at a price per share of EUR 70 (seventy) (the “Offer Price”).

III. Information on the number of voting shares which the bidder does not own and wishes to acquire

The Bidder does not hold and wishes to acquire, pursuant to the provisions of Art. 149b of POSA, 13 244 827, but not less than 12 330 305 shares, with voting rights, with ISIN BG1100003166, representing 72.41% of the capital and of the votes in the General Meeting of the Company.

The purpose of the Acquisition is for the Bidder, as part of the Schneider Electric Group, to acquire up to 100% of the share capital and voting rights of the Target and thereby secure full ownership and control over the Target.

IV. Information regarding the future intentions and strategic plans of the Bidder in respect of the Company for a period of three years after its acquisition

1. Intentions regarding restructuring, dissolution or change of control

The Bidder has not stated any intention to restructure, change the control of, or wind up the Company.

2. Intentions regarding changes to the capital

The Bidder has not stated any intention to make changes to the Company’s share capital.

3. Intentions regarding the main activity and financial strategy

The Bidder has not stated any intention to make changes to the Company’s principal scope of business or financial strategy.

4. Intentions regarding the dividend distribution policy

In case the Offer is successful, the Bidder does not intend to maintain specific dividend distribution policy and to maintain or commit to regular distribution of dividends by the Target.

5. Intentions regarding changes in the management bodies, staff and employment contracts

The Bidder has stated in the VTO that it intends to retain the current senior management, including the senior executive officers and members of the Board Dimitar Dimitrov and Wolfgang Kirsch. The Bidder has agreed with them that they will remain in the management of the Company as Co-CEOs following the acquisition of the Company by the Bidder, on mutually acceptable terms and conditions. The remaining current members of the Board of Directors will be replaced if the acquisition is successful.

The Bidder has expressly stated in the VTO that the VTO is not expected to result in any changes to the number of employees, changes in the terms and conditions of their employment contracts, or the employment levels of the Company or its group.

6. Intentions regarding the place of business

The Bidder has stated in the VTO that it intends to maintain the headquarters and the production facilities of the Company or its Group as well as the geographical footprint of the Group for a period at least until 31 December 2029, and that no change of the other places of activity of the Company or the Bidder is intended during the period

7. Strategic plans in respect of the Company

The Company’s strategy is to continue evolving from a connected-device company into a broader energy management and smart-building platform combining hardware, software, cloud-enabled services and ecosystem partnerships. The Bidder has stated in the VTO that the Acquisition will accelerate the realisation of this ambition by providing channel access, customer reach, industrial and commercial scale and complementary technology integration. The Bidder has stated in the VTO that the acquisition will allow the Company to benefit from Schneider Electric’s best practices aiming at improving the Company’s performance worldwide, and will reinforce and strengthen the Company’s technology and R&D base in Bulgaria, consolidating the country’s position as a technology hub within the Schneider Electric Group. The approximate amount of planned investments is EUR 48 million over the next 5 years.

V. Summary of the justification for the proposed price per share

According to Art. 150, para. 8 of the Public Offering of Securities Act and Art. 26, item 4 of Ordinance No. 13 of 22 December 2003 on Tender Offers for the Purchase and Exchange of Shares, the offered price per share in the Target may not be lower than the weighted average market price of the shares for the preceding six months. Where no such market price exists, it may not be lower than the highest price paid per share by the Bidder or its affiliated persons during the six months preceding the registration of the Offer.

The Bidder may provide rationale for the proposed purchase price including on the basis of generally accepted valuation methods, however, is not obliged to.

The Bidder has provided the following information about the share price in the VTO as follows:

(a) The fair price per share determined on the basis of generally accepted valuation methods is EUR 59,33;

(b) The weighted average market price of the shares for the last six months (25 March 2026 – 25 September 2026) is: EUR 59,2881;

(c) The highest price paid per share by the Bidder during the last six months (25 March 2026 – 25 September 2026): EUR 52.

The offered price per share by the Bidder is EUR 70 (seventy) /share.

The rationale of the offered price is dated 24 September 2026 and has a validity period of 6 (six) months.

The VTO is subject to approval by the Financial Supervision Commission. As of the date of this announcement, the VTO has not been approved by the Financial Supervision Commission and shareholders should not take any action to accept it prior to the publication of the VTO, as approved by the Financial Supervision Commission.

The acceptance period will only commence upon publication of the VTO, as approved by the Financial Supervision Commission.

The Board of Directors of the Company will issue its reasoned opinion on the VTO pursuant to Article 154(5) of POSA in due course, within the applicable statutory time limits and in accordance with the requirements and procedure prescribed by POSA. Accordingly, this announcement is made without expressing and shall not be construed as constituting a reasoned opinion of the Board of Directors on the VTO.