BAUER AG announces new schedule and conditions for capital increase

Schrobenhausen, Germany – Today, BAUER AG is announcing the new schedule and conditions for the capital increase against cash contributions resolved by the Extraordinary General Meeting on November 18, 2022, as Supplement No. 3 to the securities prospect has been approved by the German Federal Financial Supervisory Authority (BaFin).

The total of 17,394,520 new shares will now be offered for purchase to shareholders in the period starting with Wednesday, March 1, 2023 up to and including Wednesday, March 15, 2023, in the subscription ratio of 3:2 already resolved by the company’s General Meeting (in other words, three old shares entitle the holder to purchase two new shares). The previously determined purchase price of EUR 6.00 for each new share remains unchanged.

In addition, the company established subscription rights trading. The subscription rights are freely transferrable according to the legal regulations that apply for the no-nominal-value bearer shares. The subscription rights (including parts of subscription rights) for the new shares will be traded in the period starting with March 1, 2023 up to and including March 10, 2023 on the regulated market of the Frankfurt Stock Exchange. The price of the subscription rights will be determined on an ongoing basis during the ordinary trading hours. Shareholders who do not wish to exert their subscription rights but instead wish to sell them must issue a corresponding order to their custodian bank in time before the end of the trading period for subscription rights.

SD Thesaurus GmbH, Munich, has undertaken to acquire all new shares that are not purchased by other company shareholders within the scope of their subscription rights at the purchase price, up to a maximum total amount of EUR 70 million. In return for the above commitment, the company has undertaken to accept the corresponding SD Thesaurus GmbH subscription and purchase offer as well as to allocate the corresponding number of new shares to it, but only to the extent that and insofar as new shares are still available after the exercise of the subscription rights to which shareholders of the company are entitled.

In addition to this, any new shares not allocated to SD Thesaurus GmbH and not purchased as a result of the subscription offer may be acquired by investors (rump placement). There are no plans to make a multiple purchase offer to the shareholders, as BAUER AG only anticipates a very low allocation rate for the shareholders due to the described conditions.

The new shares are to be authorized for trading on the Regulated Market of the Frankfurt Stock Exchange and on the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. It is expected that the new shares will be included in the existing listing on the Frankfurt Stock Exchange and that they will be delivered to investors on Thursday, March 30, 2023, but no earlier than on the first stock exchange trading day in Frankfurt am Main following their admission to trading.

Important notice

This announcement does not constitute either an offer to sell or an invitation to purchase or subscribe securities.

This announcement is not a prospectus. Interested investors should exclusively make their investment decision regarding the securities mentioned in this announcement on the basis of the information in the securities prospectus (including any addenda thereto) prepared by the company in conjunction with the public offer of these securities. Copies of this securities prospectus, after its approval by the German Federal Financial Supervisory Authority (BaFin) and its publication, will be available free of charge at BAUER Aktiengesellschaft, Schrobenhausen, Germany, and can be viewed in electronic form on the company’s website (https://www.bauer.de/bauer_group/investor_relations/).

This announcement is not an offer for the sale of securities in the United States of America. Securities may only be sold or offered for sale in the United States of America with prior registration, or without prior registration only on the basis of an exemption subject to the regulations of the U.S. Securities Act of 1933 in its current valid version (the "Securities Act"). If a public offer of securities were planned in the United States of America, this offer would be carried out on the basis of a securities prospectus that investors could obtain from the company. This securities prospectus would contain detailed information about the company and its management, as well as the company’s financial information. No public offer of the securities mentioned in this announcement will be made in the United States of America.

Outside of Germany, this announcement is only directed at those individuals in member countries of the European Economic Area ("EEA") and is exclusively intended for those individuals in member countries of the EEA who are "qualified investors" as defined by Article 2(e) of Regulation EU) 2017/1129 in its current valid version.

In the United Kingdom, this information may only be passed on and is only directed at (i) professional investors as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 in its current valid version (the "Order"), (ii) high net worth companies that fall under Articles 49(2)(a) through (d) of the Order or (iii) other individuals to whom this information may be transmitted legally (all such persons are referred to jointly here as "Relevant Persons"). The securities are exclusively available for relevant persons, and any invitation to subscribe, purchase or otherwise acquire such securities or any offer or any agreement to do so will only be addressed to relevant persons. Anyone who is not a relevant person should not take action based on this announcement or rely on this announcement or its contents.

Subject to specific exemptions in accordance with the Securities Act, the securities mentioned in this announcement may not be sold or offered for purchase in Australia, Canada or Japan, nor to or for the account of persons who reside or live in Australia, Canada or Japan.

Some of the details in this announcement may contain forecasts or other future-related statements concerning future events or about the company’s future financial situation. Future-related statements can be identified from terms such as "expect," "believe," "predict," "estimate," "plan," "will be," "could be," "may be," or "may be depending on the circumstances," as well as the negative use of these terms or similar expressions. We would like to inform you that these statements are merely forecasts and that the actual events or results may differ significantly from these forecasts. We do not intend to update these statements in order to account for events or circumstances that occur after the date of this announcement, nor for the occurrence of unforeseen events. Numerous factors, including the overall economic conditions, our competitive environment, the risks inherent to our industry as well as many other risks particularly associated with the company and its business operation may result in actual events differing significantly from those contained in our forecasts or future-related statements.