Kepler Weber's board of directors approves merger agreement with GPT.

Kepler Weber announced today that its board of directors approved the signing of an agreement for a potential merger with A-AG Topco, Limited (GPT), GSI Brasil Indústria e Comércio de Equipamentos Agropecuários Ltda. (GPT BR), and Alohomora LXXIV Participações SA (MergerSub). The proposal foresees a payment of R$ 11 per share and an additional installment of R$ 1 per share, subject to conditions. The transaction may result in the company's delisting from the Novo Mercado segment of the B3 stock exchange.

The final revised proposal arrived on February 28, 2026. GPT forwarded a draft agreement with terms negotiated between the parties. Kepler Weber's board of directors approved the signing of the document.

The completion of the deal is contingent upon approval at an extraordinary general meeting. The transaction also requires authorization from antitrust authorities in Brazil and Colombia. GPT conditioned the signing on the board's approval of the draft agreement and the signing of a voting commitment by Trígono funds and its CIO. The board requested a letter from the financial agent confirming the financing and a formal statement from the AIP fund regarding its capital contribution.

The structure provides for the incorporation of all common shares by MergerSub. Each share may be replaced by a redeemable Class A or Class B preferred share, at the shareholder's discretion.

Shareholders opting for Class A will receive R$11 per share at closing. This amount may include a retained portion of R$1. Shareholders opting for Class B will receive 0,4299 GPT BR units and R$8 per share, in addition to the closing payments and the retained portion.

The withheld portion of R$1 is divided into two tranches. The first, of R$0,70, may be released up to the fifth anniversary of the closing date. The second, of R$0,30, may be released up to the tenth anniversary. GPT may use these amounts to offset indemnifiable losses foreseen in the agreement.

The cash installments will be updated based on the positive variation of the CDI (Interbank Deposit Certificate). The calculation will consider a period of 90 days after signing. The retained amount will also follow the CDI until eventual compensation or payment.

The board of directors hired Itaú BBA to issue an opinion on the exchange ratios. The report will be available to shareholders through investor relations channels, the CVM (Brazilian Securities and Exchange Commission), and B3 (Brazilian Stock Exchange), should the parties sign the agreement.

If the operation goes ahead, the company will leave the Novo Mercado (New Market). The company may migrate to Category B or cancel its registration as a publicly traded company.