11/21/2012 | XING

The Management Board and Supervisory Board of XING AG issue joint reasoned opinion in relation to the mandatory tender offer of Burda Digital GmbH

Hamburg, November 21, 2012 - Today, the Management Board and Supervisory Board issued a reasoned opinion, pursuant to sections 39, 27 of the German Takeover Act, with regards to the mandatory tender offer published by Burda Digital GmbH on November 9, 2012. From a business point of view, Management Board and Supervisory Board express their appreciation that Burda Digital GmbH has strengthened its position as an important strategic shareholder of XING AG by increasing its shareholding, and also intends to expand its stake further in the future.

Thomas Vollmoeller, CEO of XING AG: “Burda has been a good strategic investor for XING AG during the last years and we are looking forward to this also being the case in the future.”

Nonetheless, the Management Board and Supervisory Board cannot recommend that the shareholders of XING AG accept the offer, as the offered consideration of € 44.00 per XING share is too low and is as such inadequate from a financial point of view.

The evaluation of the adequacy of the offered consideration by the Management Board and Supervisory Board is based on the on the planning assumptions with regard to the future business performance of XING AG, the historical share price development and the average target prices in recently published analyst reports. This assessment is also confirmed by a fairness opinion, which was prepared by Rothschild GmbH, Frankfurt am Main, on behalf of the Management Board and the Supervisory Board. The fairness opinion is enclosed as an annex to the joint reasoned opinion of the Management Board and Supervisory Board.

The Management Board and Supervisory Board refer to the detailed reasoned opinion document available for viewing at

http://corporate.xing.com/english/investor-relations/ under “Shares”, menu item “Mandatory Tender Offer from Burda Digital GmbH”. Important notice
The Management Board and the Supervisory Board advise each XING shareholder that the decision depends primarily on each shareholder's own assessment, if the stock exchange price will in the short term reflect the higher inner value of the company and will, therefore, exceed the offered consideration. Each XING shareholder should therefore decide on his or her own, by considering all circumstances, his or her individual situation and his or her personal assessment of the future development of the value and stock exchange price of XING shares, whether and where applicable for how many XING shares he or she wants to accept the offer.

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