Public Tender Offer. Matterhorn Pharma Holding, Cayman Islands. Zur Rose Group AG, Steckborn, Switzerland

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1 THE PUBLIC TENDER OFFER DESCRIBED IN THIS OFFER PROSPECTUS IS NOT SUBJECT TO THE PROVISIONS OF THE SWISS FINANCIAL MARKET LAWS AND REGULATIONS Public Tender Offer by Matterhorn Pharma Holding, Cayman Islands for of the publicly held registered shares with a nominal value of CHF 5.75 each of Zur Rose Group AG, Steckborn, Switzerland Offer Price: Matterhorn Pharma Holding ("Offeror" or "MPH") offers CHF net in cash for each registered share of Zur Rose Group AG ("Company" or "ZRG") with a nominal value of CHF 5.75 each ("ZRG Shares", each a "ZRG Share"). The Offer Price will be reduced by the gross amount of any dilutive effects caused by the Company or one of its subsidiaries in respect of the ZRG Shares prior to the consummation of the Offer, which is expected to take place on or around 20 January 2017 ("Settlement"). Dilutive effects include, but are not limited to, dividend payments, demergers, capital increases or the sale of treasury shares at an issuance or sales price per ZRG Share below the Offer Price, the purchase of own ZRG Shares at a price above the Offer Price, the issuance of more than 200'000 ZRG Shares under the stock option plan, the issuance of options or other rights for the acquisition of ZRG Shares and repayments of capital. Offer Period: From 21 December 2016 until 13 January 2017, 4:00 p.m. Central European Time (CET) (subject to any extension of the Offer Period). Financial Advisor and Neue Helvetische Bank AG Offer Manager: Registered shares of Zur Rose Group AG Security number: ISIN: CH Offer prospectus dated 21 December 2016 ("Offer Prospectus")

2 2 Offer Restrictions General The Offer described in this Offer Prospectus ("Offer") is not being and will not be made, directly or indirectly, in any country or jurisdiction in which such Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Matterhorn Pharma Holding, Cayman Islands or any person acting in concert with Matterhorn Pharma Holding to change or amend the terms or conditions of the Offer in any way, to make any additional filing with any governmental, regulatory or other authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Such documents must not be used for the purpose of soliciting the purchase of any securities of Zur Rose Group AG, Steckborn, Switzerland, by anyone in any such country or jurisdiction.

3 3 A The Offer 1 Background Al Faisaliah Group Holding Company, through the Offeror, is launching this Offer to increase its shareholding in ZRG and become a substantial minority shareholder; and as a long-term investor with a focus on healthcare investments, believes the Offeror to ideally complement the shareholder base of ZRG. This Offer provides ZRG shareholders willing to sell their ZRG Shares and to realize the recent value appreciation of ZRG Shares with additional liquidity compared to the usual OTC trading volumes of the shares at an attractive price. 2 Object of the Offer Except as set forth below and subject to the Offer Restrictions, the Offer extends to 100'000 ZRG Shares. If until the end of the (possibly extended) Offer Period, more than 100'000 but not more than 400'000 ZRG Shares are validly tendered, the Offeror reserves the right to accept such additional tendered ZRG Shares or to reduce the number of shares accepted pro rata to a minimum of 100'000 ZRG Shares. If until the end of the (possibly extended) Offer Period, more than 400'000 ZRG Shares are validly tendered, the Offeror will reduce the number of shares accepted pro rata to a minimum of 100'000 and a maximum of 400'000 ZRG Shares. Tendering shareholders will remain obliged to sell such reduced number of ZRG Shares under the Offer. As of 20 December 2016, ZRG had a registered share capital of CHF 23'891'382.25, divided into 4'155'023 registered shares with a nominal value of CHF 5.75 each (see also section D.1 below). The Offer for 100'000 ZRG Shares therefore extends to 2.41% of the registered share capital of ZRG as per 20 December 2016 respectively 2.30% of ZRG's share capital in case the maximum of 200'000 ZRG Shares will be issued from the conditional share capital of ZRG (see section D.1 below). Provided that 400'000 or more ZRG Shares are validly tendered and MPH accepts the maximum of 400'000 ZRG Shares, the Offer extends to 9.63% of the registered share capital of ZRG as per 20 December 2016 respectively 9.18% of ZRG's share capital in case the maximum of 200'000 ZRG Shares will be issued from the conditional share capital of ZRG (see section D.1 below). The Offer will neither extend to ZRG Shares held by MPH or any of its direct or indirect affiliates (each affiliate of MPH or ZRG, whether a direct or indirect affiliate, an Affiliate), nor to ZRG Shares held by persons acting in concert with MPH, nor to ZRG Shares held by ZRG or any of its Affiliates.

4 4 3 Offer Price The offer price for each ZRG Share validly tendered and accepted by MPH amounts to CHF net in cash ("Offer Price"). The Offer Price will be reduced by the gross amount of any dilutive effects caused by ZRG or any of its subsidiaries in respect of the ZRG Shares prior to the consummation of the Offer. Dilutive effects for example are caused by dividend payments, demergers, capital increases or the sale of treasury shares at an issuance or sales price per ZRG Share below the Offer Price, the purchase of ZRG Shares at a purchase price above the Offer Price, the issuance of more than ZRG Shares under the stock option plan, the issuance of options or other rights for the acquisition of ZRG Shares and repayments of capital. As the ZRG Shares are not listed on any stock exchange in Switzerland, the Offer is not subject to the provisions of the Swiss financial market laws and regulations. The performance of the ZRG Share on the trading platforms ekmu-x of Zürcher Kantonalbank and OTC-X of Berner Kantonalbank since 2012 is as follows (prices in CHF): Zürcher Kantonalbank * Low High Period End Average Daily Traded Volume Berner Kantonalbank * Low High Period End Average Daily Traded Volume * 3 January 2016 to 19 December 2016 Source: Zürcher Kantonalbank, Berner Kantonalbank

5 5 The Offer Price corresponds to a premium of 32.89% of the volume-weighted average price of ZRG Shares traded on the ekmu-x of Zürcher Kantonalbank and a premium of 30.85% of the volume-weighted average price of ZRG Shares traded on the OTC-X of Berner Kantonalbank during the sixty (60) trading days for ZRG Shares from 27 September 2016 until 19 December Offer Period With the publication of the Offer Prospectus on 21 December 2016, the Offer will remain open for acceptance for a period of sixteen (16) trading days. Consequently, the Offer is expected to be open for acceptance from 21 December 2016 to 13 January 2017, 4:00 p.m. CET ("Offer Period"). MPH reserves the right to extend the Offer Period once or several times. 5 Offer Conditions, Waiver of Offer Conditions and Period for which the Offer Conditions are in Force and Effect 5.1 Offer Conditions The Offer is subject to each of the following conditions ("Offer Conditions"): (a) Minimum Acceptance Rate: By the end of the (possibly extended) Offer Period, MPH shall have received valid acceptances for at least 100'000 ZRG Shares. (b) No Injunction: No judgment, decision, order or other authoritative measure shall have been issued preventing, prohibiting or declaring illegal the Offer or its consummation. (c) No Material Adverse Effect: After the date of the Publication of the Offer until the Settlement, no circumstances or events shall have occurred or been disclosed which would reasonably be expected to have a material adverse effect on ZRG. A material adverse effect shall mean each a reduction of (i) the consolidated net sales of ZRG of one year of CHF 40 million corresponding to approx. 5% of the consolidated net sales of ZRG in the financial year 2015 as per ZRG's annual report 2015 or more, or (ii) the consolidated equity of ZRG by CHF 7 million corresponding to approx. 10% of the consolidated equity of ZRG as per ZRG s annual report 2015 or more. (d) Resolution of ZRG's Board of Directors regarding the transfer of the ZRG Shares and the entry of MPH in ZRG's share register: After the date of the publication of this Offer until the Settlement, ZRG s Board of Directors shall have agreed to the transfer to MPH of the ZRG Shares to be tendered to and accepted by MPH and shall have resolved to record MPH as a shareholder in ZRG s share register concurrently with the Settlement.

6 6 5.2 Waiver of Offer Conditions MPH reserves the right to waive some or all of these conditions, either in whole or in part, and to withdraw the Offer if one or more of the conditions are not fulfilled. 5.3 Period for which the Offer Conditions are in Force and Effect As regards the temporal application of the Offer Conditions, the following applies: (a) Conditions (b), (c) and (d) shall be in force and in effect with respect to the period until the Settlement. (b) Condition (a) shall be in force and in effect with respect to the period until the end of the (possibly extended) Offer Period. (c) If any of the conditions (b), (c) and (d) have not been satisfied or waived by the Settlement, the Offeror shall be entitled to declare the Offer unsuccessful. (d) If condition (a) has not been satisfied or waived by the end of the (possibly extended) Offer Period, the Offeror has the right to declare the Offer as being unsuccessful. 6 Settlement Payment of the Offer Price for the ZRG Shares which will have been validly tendered and accepted by MPH during the Offer Period is expected to take place on or around 20 January MPH reserves the right to postpone the Settlement, especially in the event of an extension of the Offer Period. B Information on Matterhorn Pharma Holding (Offeror) 1 Name, Domicile, Share Capital, Shareholders and Business Activity Matterhorn Pharma Holding is a company limited by shares organized under the laws of the Cayman Islands with its seat at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands and is an indirect 100% subsidiary of Al Faisaliah Group Holding Company, Riyadh, Kingdom of Saudi Arabia. Al Faisaliah Group Holding Company is a privately-held, multi-business group headquartered in Saudi Arabia and serving the Middle East. Founded in 1971, the Group holds leading positions in Agriculture & Food, Electronics & Systems, Healthcare, Pharmaceuticals, and Food Service. Al Faisaliah Group Holding Company is recognized across the region - by virtue of its strongly-held values, its

7 7 professional management and its long-tenure strategic partnerships with leading global firms including Sony, Danone, Philips, and Accenture. Prof. Stefan Feuerstein, who is the chairman of Electronics and Systems Company Holding, a group company of Al Faisaliah Group Holding Company, is also the chairman of ZRG. 2 Participations in ZRG MPH and its Affiliates currently hold less than 0.5% of the ZRG Shares. C Financing The Offer will be financed through own funds of MPH and/or its Affiliates. D Information on Zur Rose Group AG (Target Company) 1 Name, Domicile, Share Capital, Business Activity and Annual Report Zur Rose Group AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland for an indefinite period with its registered seat in Steckborn, Switzerland. Its main corporate purpose is to establish, acquire, hold and sell participations, in particular in the medical and pharmaceutical sector and related sectors. The Company may engage in all kinds of business which seem appropriate for promoting the purpose of the Company or are related to such purpose. The Company may acquire, administer and sell real estate and intellectual property rights at home and abroad and finance other companies. As of 20 December 2016, ZRG has a share capital of CHF 23'891'382.25, divided into 4'155'023 registered shares with a nominal value of CHF 5.75 each. ZRG has a conditional share capital in the amount of CHF 1'150'000. The share capital of ZRG may be increased by issuing up to 200'000 full paid-up registered shares with a nominal value of CHF 5.75 each to employees and member of the Board of Directors of the Company and its subsidiaries. The preemptive rights as well as the advance subscription rights of the existing shareholders of the Company are excluded. The ZRG Shares are traded on the trading platforms OTC-X of Berner Kantonalbank, ekmu-x of Zürcher Kantonalbank as well as Lienhardt & Partner Privatbank Zürich AG under the Security Number (ISIN CH ). The annual report of ZRG for the business year ended 31 December 2015 is available at < 2050/publikationen.html>.

8 8 2 Intentions of the Offeror with respect to ZRG With this Offer, MPH intends to increase its shareholding in ZRG and become a substantial minority shareholder. As a long-term investor with a focus on healthcare investments, MPH believes to ideally complement the shareholder base of ZRG. As MPH is only offering for a limited number of ZRG Shares and will remain a minority shareholder after the Settlement, the OTC trading in ZRG Shares is not expected to be materially negatively influenced following the execution of this Offer. E Implementation of the Offer 1 Announcement Shareholders of ZRG holding their ZRG Shares in a depositary account with a depositary bank will be informed about the Offer by their depositary bank and are requested to proceed in accordance with the instructions of their depository bank. Shareholders of ZRG holding their ZRG Shares in a depositary account with the share register of ZRG are requested to proceed in accordance with the instructions of the share register: ShareCommService AG, Europastrasse 29, 8152 Glattbrugg, phone: +41 (0) , info@sharecomm.ch. Holders of ZRG Shares who keep their shares in the form of physical share certificates at home, in a bank safe, or elsewhere (Heimverwahrer) and would like to tender their ZRG Shares, are kindly asked to contact Neue Helvetische Bank AG, Seefeldstrasse 215, CH-8008 Zurich, phone: +41 (0) , corporatefinance@neuehelvetischebank.ch. 2 Offer Manager Neue Helvetische Bank AG 3 Tendered ZRG Shares ZRG Shares tendered will be blocked and can no longer be transferred or traded via any OTC platform. As the public tender offer described in this Offer Prospectus is not subject to the provisions of the Swiss financial market laws and regulations, shareholders who have tendered their ZRG Shares will have no right of withdrawal in the case of the launch of a competitive offer. 4 Payment of the Offer Price/Date of Settlement Payment of the Offer Price for the ZRG Shares which will have been validly tendered and accepted by MPH during the Offer Period is expected to take place on

9 9 or around 20 January MPH reserves the right to postpone the Settlement, especially in the event of an extension of the Offer Period. 5 Costs and Fees During the Offer Period, ZRG Shares deposited with banks in Switzerland may be tendered free of costs and fiscal charges. Any Swiss transfer stamp duty (Umsatzabgabe) will be borne by the Offeror. 6 Possible Tax Consequences In principle, the acceptance of the Offer and the sale of ZRG Shares are subject to the following tax consequences: (a) Shareholders of ZRG who are subject to taxes in Switzerland and who hold their ZRG Shares as private assets (Privatvermögen), realize, according to the general principles of Swiss income tax law, a tax free capital gain respectively, where applicable, a non-deductible capital loss, unless the shareholder qualifies as a professional securities dealer (gewerbsmässiger Wertschriftenhändler). (b) Shareholders of ZRG who are subject to taxes in Switzerland and who hold their ZRG Shares as business assets (Geschäftsvermögen) or qualify as professional securities dealers (gewerbsmässige Wertschriftenhändler), realize, according to the general principles of Swiss income and profit tax law, a taxable capital gain or a deductible capital loss. F Indicative Timetable 21 December 2016 Publication of Offer Prospectus Start of Offer Period 13 January 2017 End of Offer Period, 4:00 p.m. CET* 16 January 2017 Publication of Offer Result* 20 January 2017 Settlement of the Offer* * The Offeror reserves the right to extend the Offer Period pursuant to Section A.4 (Offer Period) once or several times, in which case the above dates will be deferred accordingly. G Governing Law and Jurisdiction The Offer and all rights and obligations resulting therefrom shall be subject to Swiss law. The exclusive place of jurisdiction for all disputes arising from or in connection with this Offer shall be Zurich, Switzerland.

10 10 H Publications The Offer Prospectus as well as all other publications in connection with the Offer will be published on the following website: (< /prospectus/zrg>). The Offer Prospectus can be obtained free of charge in German and English at Neue Helvetische Bank AG, Seefeldstrasse 215, CH-8008 Zurich, phone: +41 (0) , fax: +41 (0) , prospectus@neuehelvetischebank.ch.