Vossloh launches cash capital increase and placement through accelerated bookbuilding

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES

Today, the Management Board of Vossloh AG, with the approval of the Supervisory Board, resolved on a capital increase against cash contributions through partial utilization of the authorized capital of the company. The share capital of Vossloh will be increased by up to 10 percent by issuing up to 1,756,417 new no‐par value ordinary bearer shares with a notional value of approximately €2.84 in the share capital against cash contributions under the exclusion of shareholders’ subscription rights. The new shares will carry full dividend rights as from January 1, 2024.

The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The major shareholder of the company, KB Holding GmbH, has undertaken to participate in the capital increase in accordance with his shareholdings of 50.09 % in the share capital of the company. In return, the company has undertaken to allocate the corresponding number of shares in the capital increase to KB Holding GmbH at the applicable placement price.

The private placement will be initiated immediately after this notification. The Management Board, with the approval of the Supervisory Board, will determine and announce the placement price and thus the final gross proceeds following the conclusion of the accelerated bookbuilding process. Following the private placement, Vossloh will be subject to a lock-up period of 6 months, subject to market standard exemptions.

Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and for trading in the regulated market of the Dusseldorf Stock Exchange is expected to take place without a prospectus on November 15, 2024. It is intended to include the new shares in the existing listings of the company's shares on November 18, 2024. The delivery of the new shares is also scheduled for November 18, 2024.

As already announced on July 30, 2024, following the signing of an agreement on the planned acquisition of the Sateba Group, Vossloh intends to use the expected net proceeds from the capital increase to partially finance the purchase price. The Management Board continues to expect the Sateba acquisition to be completed in spring 2025, as soon as all conditions for the completion of the acquisition have been met.

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Important notice

The distribution of this announcement and the offering of the shares of Vossloh AG in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America (or the "United States") (except for "qualified institutional buyers" ("QIBs") as defined in Rule°144A under the U.S. Securities Act of 1933, as amended (the "Securities Act")), Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The new shares mentioned herein have not been, and will not be, registered under the Securities Act and may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the Securities Act. There will be no public offer of the new shares in the United States of America or in any other jurisdiction.

Each of the joint bookrunners is acting exclusively for Vossloh and no-one else in connection with the private placement of the new shares. They will not regard any other person as their respective clients in relation to the private placement of the new shares and will not be responsible to anyone other than Vossloh for providing the protections afforded to their respective clients, nor for providing advice in relation to the private placement of the new shares, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the private placement of the new shares, the joint bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase new shares of Vossloh and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such new shares and other securities of Vossloh or related investments in connection with the private placement of the new shares or otherwise. The joint bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the joint bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Vossloh, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. Further, if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a qualified investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account. In the United Kingdom, this announcement is only addressed to and directed at "Qualified Investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth companies, or (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

This announcement does not constitute a recommendation concerning the placement of the new shares. Investors should consult a professional advisor as to the suitability of such placement for the person concerned.

To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of Vossloh (“forward-looking statements”), they are based upon current views and assumptions of the Vossloh management, which were made to its best knowledge. Forward-looking statements reflect various expectations and assumptions of the management of Vossloh which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Vossloh or the success of the industries in which Vossloh operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. Vossloh does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.

This announcement is not an offer of securities for sale or the solicitation of an offer to buy the securities discussed herein in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction in which such offer or solicitation is unlawful. No securities may be offered or sold in the United States unless the securities are registered under the Securities Act or an exemption from registration requirements is available. Subject to certain exceptions, 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, South Africa or Japan. Vossloh has not and does not intend to register any securities in the United States, Australia, Canada or Japan. There will be no public offer of the securities in the United States or elsewhere. Copies of this document are not being, and should not be, distributed, published or transmitted into the United States.

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.