Voluntary takeover bid - GZ 2009/2/4

1. Up to and at the end of the (extended, if applicable) Acceptance Period (as defined in 2.5), no bankruptcy proceedings (Konkursverfahren), composition proceedings (Ausgleichsverfahren) or reorganization proceedings (Reorganisationsverfahren) have been opened in Austria over the assets of the Offeree Company or bankruptcy proceedings (Konkursverfahren) or composition proceedings (Nachlassstundungsverfahren) in Switzerland over the assets of phion AG, a joint stock company (Aktiengesellschaft) organized under the laws of Switzerland having its corporate seat in Zurich and its registered address at CH-8006 Zurich, Ottikerstraße 59, registered in the companies register of the Cantonal Court of Zurich under CH-020.3.025.646-3 (the "Material Subsidiary");

2. Up to and at the end of the (extended, if applicable) Acceptance Period (as defined in 2.5), no bankruptcy proceedings (Konkursverfahren), composition proceedings (Ausgleichsverfahren) or reorganization proceedings (Reorganisationsverfahren) have been opened in Austria over the assets of the Offeree Company or bankruptcy proceedings (Konkursverfahren) or composition proceedings (Nachlassstundungsverfahren) in Switzerland over the assets of phion AG, a joint stock company (Aktiengesellschaft) organized under the laws of Switzerland having its corporate seat in Zurich and its registered address at CH-8006 Zurich, Ottikerstraße 59, registered in the companies register of the Cantonal Court of Zurich under CH-020.3.025.646-3 (the "Material Subsidiary");

3. Up to and at the end of the (extended, if applicable) Acceptance Period (as defined in 2.5), no dissolution, liquidation or winding-up of the Offeree Company or its Material Subsidiary has been resolved upon;

4. Through and at the end of the (extended, if applicable) Acceptance Period (as defined in 2.5), no resolution has been passed by the shareholders' meeting of the Offeree Company to substantially amend or modify the Offeree Company's articles of association (Satzung); and 

5. Through and at the end of the (extended, if applicable) Acceptance Period (as defined in 2.5), no new shares in the Offeree Company have been issued. The Bidder reserves the right to waive unilaterally the fulfilment of certain or all of such conditions precedent, in which case such conditions precedent shall be considered fulfilled. In the event that the Bidder should waive the condition precedent pursuant to (i) above, the statutory condition pursuant to § 25a para 2 ÜbG shall be applied, according to which, at the end of the (extended, if applicable) Acceptance Period (as defined in 2.5), Barracuda Networks and any person(s) acting in concert with Barracuda Networks dispose of at least 50 % plus one share of the phion Shares (including the Purchased Shares). Further details of the conditions precedent and the possibility to waive such conditions precedent are contained in 2.3 below. Apart from the Conditions Precedent (as defined in 2.3), the Bid is not subject to any further conditions or rights of withdrawal (except for the Bidder's right of withdrawal as outlined at 2.7).

22.18% (shares of Dr. Wieland Alge, Dr. Klaus Gheri and Dr. Peter Marte) - on condition precedent

(i) Improved offer price: from EUR 12.00 to EUR 16.00 per offer share 

(ii) Acceptance period: 24 Aug. 2009 up to and including 25 Sept. 2009 (before 18 Sept. 2009), 18.30 hrs.