S&T AG decides increase of capital by way of contribution in kind due to planned Kontron AG merger

02.05.2017 | Austria

Linz, May 02, 2017. The Management Board of S&T AG, Linz, Austria today passed a resolution of principle to increase its capital stock of € 48,926,657.00, which is divided into 48,926,657 no-par-value bearer shares, making partial use of the authorized capital pursuant to Art. 5 (6) of the Articles of Association and excluding the statutory subscription rights, by up to € 10,000,000.00 (in words: ten million euro) to a total of up to € 58,926,657.00 (in words: fifty-eight-million, nine-hundred and twenty-six-thousand, six-hundred-and-fifty-seven euro). The issue involves 10,000,000 (ten million) new non-par-value bearer shares, each with a share of € 1.00 in the capital stock and full rights to dividends from January 01, 2017 onwards. The capital increase will be performed by way of a contribution in kind. The new shares will be offered to SMC Investmentbank AG, Munich for subscription on condition that they will be offered to the shareholders of S&T Deutschland Holding AG, registered in the commercial register of the District Court of Munich, under the number HRB 227648, whereby S&T AG, as a shareholder of S&T Deutschland Holding AG, is expressly excluded from the subscription. The subscription rights of the shareholders of S&T AG are excluded. The exclusion of the subscription rights is necessary and reasonable in the circumstances. It is planned that in the course of the merger of Kontron AG into S&T Deutschland Holding AG, which should be authorized by resolution of the Annual General Meeting of Kontron AG on June 19, 2017 and of the Annual General Meeting of S&T Deutschland Holding AG on June 20, 2017, the shareholders of Kontron AG, Augsburg, Germany, who do not accept the mandatory cash compensation offer of € 3.11 per share, should be given the opportunity to contribute the shares in S&T Deutschland Holding AG they receive in the course of the merger to S&T AG as a contribution in kind and receive new shares in S&T AG in return, in addition to a cash premium. The shareholders with subscription rights will transfer their shares in S&T Deutschland Holding AG (ISIN DE000A2BPK83 / WKN A2B PK8) to the company indirectly via SMC Investmentbank AG as a contribution in kind, effective January 01, 2017. The precise swap ratio and the amount of the cash premium is currently being calculated. This will be passed by separate resolution and announced in good time before the Annual General Meeting of Kontron AG. This resolution of the Management Board is subject to the approval of the Supervisory Board of S&T AG.

S&T AG is listed on the Frankfurt Stock Exchange (www.snt.at, ISIN AT0000A0E9W5, WKN A0X9EJ, SANT) and forms part of the Exchange's TecDAX index of leading high-techs. The company has some 3,700 staff members working for the Group's subsidiaries and operations, which are located in more than 25 countries. S&T is one of the leading suppliers of IT systems, services and solutions in Central and Eastern Europe. In 2016, S&T took a stake in Kontron AG, one of the leaders on the world's market for embedded computers. This transaction enhanced S&T's already large portfolio of proprietary technologies. These are used in the areas of IT appliances, cloud security, software, smart energy, and Industry 4.0 and the Internet of Things (IoT) – a sector in which S&T forms the cutting edge.

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