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Ad hoc announcement pursuant to Art. 17 MAR

All for One Group SE enters into Delisting Agreement with VINCI Energies and supports the public delisting acquisition offer at a price of EUR 67.50 per share

    Filderstadt, 15 October 2026 – All for One Group SE (WKN: 511000, ISIN: DE0005110001) (hereinafter the »Company« or »All for One«) today entered into a delisting agreement with VINCI Energies Deutschland Enterprise Solutions AcquiCo SE (the »Bidder«), a wholly-owned indirect subsidiary of VINCI S.A. The VINCI Group is a leading international company, listed on Euronext Paris and CAC 40, in the fields of construction, concessions, energy so­lutions and multi-technical services.

    Following the closing of the preceding voluntary public takeover offer, the Bidder, accord­ing to its own statement, currently holds approx. 87.33% of the All for One shares (excluding the Company’s treasury shares).

    As set out in the delisting agreement and in the Bidder’s announcement pursuant to Sec­tion 10 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) published today, the Bidder intends to make a public delisting acquisition offer to the All for One shareholders pursuant to the WpÜG in conjunction with the German Stock Exchange Act (Börsengesetz – BörsG) in the form of a cash offer for all All for One shares not directly held by the Bidder at an offer price of EUR 67.50 in cash per All for One share (the »Delisting Offer«). The offer price corresponds to the offer price of the preceding takeover offer. The Delisting Offer will not be subject to any offer conditions.

    The delisting agreement sets out the details of the delisting procedure, governs the Com­pany’s support for the Delisting Offer and, in addition to the business combination agree­ment already entered into between the Company and the Bidder on 16 July 2026, contains provisions regarding the financing of the Company by the VINCI Group. On the basis of the delisting agreement, subject to the review of the offer document and in compliance with the fiduciary duties of the management board and the supervisory board of the Company, an application for the revocation of the admission of the All for One shares to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is to be filed (the »Delisting«). In addition, following the filing of the Delist­ing application, the Company will take all appropriate measures to terminate the inclusion of the All for One shares in trading on the open market (Freiverkehr) of other stock ex­changes or on multilateral trading facilities, insofar as such inclusion was initiated by the Company itself.

    The Management Board and the Supervisory Board of the Company support the Delisting Offer and intend, subject to the review of the offer document and in compliance with their fiduciary duties, to recommend to the All for One shareholders in their joint reasoned state­ment pursuant to Section 27 WpÜG that they accept the Delisting Offer.

    The offer document will be prepared by the Bidder and submitted to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – »Bafin«) for review. Following approval by Bafin, the offer document (in German together with a non-binding English translation), which will set out the detailed terms and conditions of the Delisting Offer as well as further information in this respect, will be made available on the Bidder’s offer page at www.afo-offer.com.

    Closing of the Delisting Offer is expected in December 2026. Once the Delisting has become effective, the All for One shares will no longer be admitted to trading on the Regulated market of the Frankfurt Stock Exchange or on any comparable Regulated market in Ger­many or abroad.