Schaltbau Holding AG: Subscription period for Mandatory Convertible Bond begins on 1 April 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL

Munich, 31 March 2021 - Schaltbau Holding AG (ISIN: DE000A2NBTL2) is offering its shareholders the opportunity to subscribe to the Mandatory Convertible Bond 2021/2022 (ISIN: DE000A3E5FV1) with a total volume of EUR 60 million from 1 to 16 April 2021, 12 noon (CEST). The bond, which bears interest at 0.5%, matures on 30 September 2022. In total, 60,000 bonds of EUR 1,000 each are being offered, which will be convertible into a total of up to 2,068,965 Schaltbau Holding AG shares at an initial conversion price of EUR 29.00 per share.

The majority (approx. 50-60%) of the expected net issue proceeds of around EUR 57.4 million will be used to finance the construction of the new production facility in Velden ("NExT Factory"), with which Schaltbau intends to drive forward its strategic expansion into new markets such as New Energy, New Industry and E-Mobility. The issue proceeds will also be used selectively to finance minor acquisitions in the areas of rolling stock and rail infrastructure in order to complement the Group's product portfolio and underpin profitable growth in these business areas (approx. 15-20%). In addition, Schaltbau intends to repay bank liabilities in order to bolster the balance sheet structure and provide greater flexibility for making strategic investments (approx. 25-30%). The placement of the bond is already fully secured by means of a pre-placement agreement with several groups of investors.

"In the context of our Strategy 2023 and the construction of the NExT Factory, we want to increasingly leverage our considerable technological expertise in the field of DC application security in the rail sector with a view to entering into new, dynamically growing markets in other industries with our DC components and applications. At the same time, we want to consolidate our traditional business activities in the rail sector," said Dr Jürgen Brandes, CEO of Schaltbau Holding AG. "This transaction will enable us to systematically implement our strategy as planned and within the envisaged timeframe."

Flexible conversion options also available prior to maturity date

In a public offer in Germany, which will be published today in the German Federal Gazette and on the Company's website, Schaltbau Holding AG (the "Company" or "Schaltbau") is offering a total nominal amount of EUR 60 million of subordinated and unsecured convertible bearer bonds ranking pari passu among themselves with conversion obligation at maturity ("Mandatory Convertible Bonds"). Investors should address instructions regarding the exercise of subscription rights to their respective custodian banks. In total, 60,000 bonds will be offered with a nominal amount of EUR 1,000 per bond, a nominal interest rate of 0.5% p.a. and a maturity date of 30 September 2022. The bonds will be convertible into a total of up to 2,068,965 Schaltbau shares at an initial conversion price of EUR 29.00 per share. Conversion will generally be possible at any time after the issuance of the Mandatory Convertible Bonds, however, for bonds with a volume of less than EUR 100,000 only on a quarterly basis, for the first time on 12 May 2021.

Placement of full amount already secured

Within the framework of a pre-placement agreement concluded on 1 March 2021, any bonds not subscribed by the shareholders of Schaltbau will be acquired by the AiC Group under the leadership of Luxempart, Active Ownership Group, Shareholder Value Management and Teslin Capital Management (Manager of the Midlin and Gerlin funds). The placement of the bond in the full amount is therefore already secured.

"This not only shows the confidence our investors have in our growth strategy and the potential of the Schaltbau Group in general, but the structuring of the capital measure as a mandatory convertible bond also underlines the attractiveness of the Schaltbau share as an investment," said Steffen Munz, CFO of Schaltbau Holding AG. "With our new strategic orientation, we aim to increase corporate value on a sustained basis. This transaction is a key component in achieving this aim."

Inclusion of the bond into trading planned

The International Securities Identification Number (ISIN) of the new Mandatory Convertible Bond is DE000A3E5FV1. Schaltbau intends to apply for the inclusion of the bonds into trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

The Mandatory Convertible Bonds will be publicly offered only in the Federal Republic of Germany and on the basis of the Company's securities prospectus approved by the German Federal Financial Supervisory Authority on 30 March 2021. The securities prospectus can be downloaded from the website of Schaltbau Holding AG in the "Investor Relations" section under "Mandatory Convertible Bond 2021/2022".

PLEASE NOTE:

This announcement is neither an offer nor a solicitation of an offer to purchase or subscribe for securities in the Federal Republic of Germany, Japan, Australia, Canada, the United States of America or any other jurisdiction.

The Mandatory Convertible Bonds and the subscription rights have not been and will not be registered under the Securities Act of 1933, as most recently amended (the "Securities Act"), or with any securities commission of individual states of the United States of America. The Mandatory Convertible Bonds and the subscription rights may not be offered, exercised, sold or delivered, either directly or indirectly, in the United States of America except pursuant to an exemption from the registration requirements of the Securities Act and the securities laws of each state of the United States of America. The same applies to any offer, sale or delivery to US persons as defined in the Securities Act.

About the Schaltbau Group
Schaltbau Holding AG (ISIN: DE000A2NBTL2) is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry. With Schaltbau, Bode, Pintsch and SBRS as their core brands, Schaltbau Group companies develop a wide range of high-quality technologies and customer-specific technological solutions for rolling stock, rail infrastructure, passenger vehicles and commercial vehicles. As one of the few specialists for smart DC energy concepts, the Schaltbau Group is also a driver of innovation for the fast-growing markets of tomorrow such as new mobility, new energy and new industry.

To find out more about the Schaltbau Group, go to: https://schaltbaugroup.com