Schaltbau Holding AG: Notice to the holders of the Mandatory Convertible Bond 2021/2022 (ISIN: DE000A3E5FV1)

Schaltbau Holding AG: Notice to the holders of the Mandatory Convertible Bond 2021/2022 (ISIN: DE000A3E5FV1)

Munich, 26 October 2021 – Schaltbau Holding AG (the “Issuer“) hereby announces pursuant to § 11(a)(i) of the terms and conditions (the “Terms and Conditions“) of the Mandatory Convertible Bonds 2021/2022 (ISIN DE000A3E5FV1, the “Bonds“) that on 25 October 2021 a Change of Control within the meaning of the Terms and Conditions occurred. The voluntary public takeover offer made by Voltage BidCo GmbH (the “Bidder“) to the shareholders of the Issuer (the “Takeover Offer“) for the acquisition of all shares in Schaltbau Holding AG (which, according to the Bidder’s announcement pursuant to Section 23 para. 1 sentence 1 no. 3 WpÜG dated 14 October 2021, has been accepted for a total of 8,318,522 shares (representing approx. 76.65% of the shares issued as of 30 September 2021), was settled on 25 October 2021. Taking into account the 170,125 shares acquired by the Bidder outside the Takeover Offer, the Bidder thus holds 8,488,647 shares (corresponding to approx. 78.22% of the shares issued as of 30 September 2021) following the settlement of the Takeover Offer.

The Issuer has determined the Change of Control Record Date (as defined in § 11(c) of the Terms and Conditions) to be 6 December 2021.

Pursuant to § 11(a)(ii) of the Terms and Conditions, upon the announcement of the Change of Control today, each Bondholder has the right to convert the Bonds held by it into shares of the Issuer until 16:00 hours (Frankfurt time) of the Change of Control Date, i.e. 6 December 2021.

An updated form for the submission of a conversion notice is available on the Issuer’s website in the “Investor Relations” section under the heading “Mandatory Convertible Bond 2021/2022” or can be obtained from the Conversion Agent.

About the Schaltbau Group
Schaltbau Holding AG (ISIN: DE000A2NBTL2) is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry. With Pintsch, Bode, Schaltbau and SBRS as their core brands, Schaltbau Group companies develop a wide range of high-quality technologies and customer-specific technological solutions for rail infrastructure, rolling stock, passenger and commercial vehicles. As one of the few specialists for smart DC energy concepts, the Schaltbau Group is also a driver of innovation for the fast-growing markets of tomorrow such as New Energy / New Industry and E-Mobility. Further information is available at www.schaltbaugroup.com.

Contact
Investor Relations
Schaltbau Holding AG
Hollerithstraße 5
81829 Munich
Germany
T +49 89 93005-209
investor@schaltbau.de