BAUER AG concludes legal settlement with plaintiffs and plans prompt implementation of capital increase

Schrobenhausen – BAUER Aktiengesellschaft (ISIN DE0005168108) announces that the lawsuits filed by shareholders are no longer an obstacle to the implementation of the capital increase resolved by the General Meeting of the company on November 18, 2022 and the registration of the capital increase in the commercial register.

With regard to the action for rescission and annulment brought by shareholders (see ad hoc announcement of December 19, 2022) and the release proceedings initiated by the Company, the Munich I Regional Court today determined that a court settlement has been reached. This settlement obliges BAUER Aktiengesellschaft to establish now a stock exchange trading of subscription rights in order to give the shareholders the opportunity to realize any subscription right proceeds and to have the correctness and completeness of the shareholders' information relevant for the capital increase resolution at the time of the General Meeting neutrally verified. In addition, the plaintiff and the Company have agreed that it would be advantageous to first offer all new shares not subscribed by other shareholders of the defendant, which have not been taken over after priority acquisition by SD Thesaurus GmbH in accordance with the subscription and acquisition agreement, for acquisition to the remaining shareholders of the defendant within the framework of an oversubscription offer and then possibly to place any remaining shares with other investors. The mutual legal proceedings have thus been terminated by mutual agreement on the basis of this settlement.

BAUER Aktiengesellschaft therefore assumes that the implementation of the capital increase – subject to the approval of the necessary supplement to the securities prospectus dated December 8, 2022 by the German Federal Financial Supervisory Authority (BaFin) – can now take place in a timely manner. Further details on the capital increase, taking into account the provisions made in the settlement, will be announced by the Company in the publication of the subscription offer.

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.