BAUER AG proposes capital increase and convenes an Extraordinary General Meeting

Schrobenhausen, Germany – The Executive Board of BAUER Aktiengesellschaft (ISIN DE0005168108) today resolved, with the approval of the Supervisory Board, to call an Extraordinary General Meeting at short notice and to propose a resolution regarding a regular capital increase to the General Meeting.

BAUER Aktiengesellschaft intends to increase its equity base and further improve its balance sheet ratios through the share capital increase.

As part of the proposed capital increase, the company’s share capital is to be increased from its current value of EUR 111,186,566.80, divided into 26,091,781 no-nominal-value shares, by up to EUR 74,124,374.99 against cash contributions by the issue of up to 17,394,520 new no-nominal-value shares in the form of ordinary shares (with voting rights). The shareholders are to be granted the statutory subscription rights in this context.

The Extraordinary General Meeting is expected to take place on November 18, 2022. The company will now publish a corresponding convening notice in a timely manner.

On the part of the main shareholders, Doblinger Beteiligung GmbH, which holds just under 30 % of the shares and voting rights according to the last voting rights notification, has expressed its interest in participating in the capital increase to a substantial extent, possibly also through a person closely related to it. This could result in Doblinger Beteiligung GmbH acquiring at least 30 % of the voting rights and thus control of BAUER Aktiengesellschaft in the course of the implementation of the capital increase. In such a case, Doblinger Beteiligung GmbH would be obliged to publish the acquisition of control and to make a mandatory offer for all outstanding shares in accordance with the provisions of the German Securities Acquisition and Takeover Act.

Important Notice

This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities.

This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus to be issued by the Company in connection with the public offering of such securities (including any supplements thereto). Copies of such prospectus will, following approval by the German federal financial supervisory authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and publication, be available free of charge from BAUER Aktiengesellschaft, Schrobenhausen, Germany, as well as, for viewing in electronic form, on the websites of the Frankfurt Stock Exchange (http://www.boerse-frankfurt.de) and the Company (https://www.bauer.de/bauer_group/investor_relations/).

This announcement is not an offer of securities for sale in the United States of America (the “United States”). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Companyand its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States.

In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.