DGAP-Adhoc: Schaltbau Holding AG: Anticipated level of settlement and compensation in connection with the domination and profit and loss transfer agreement

Schaltbau Holding AG: Anticipated level of settlement and compensation in connection with the domination and profit and loss transfer agreement

Munich, December 8, 2021 - Schaltbau Holding AG (ISIN DE000A2NBTL2 and DE000A3E5E89) was today informed by its principal shareholder, Voltage BidCo GmbH, that in the context of the domination and profit and loss transfer agreement currently under negotiation between the parties, subject to the outstanding audit due to be carried out by the court-appointed auditor, Voltage BidCo proposes an appropriate settlement pursuant to § 305 of the Stock Corporation Act in the amount of EUR 50.33 per Schaltbau share. In addition, Voltage BidCo proposes compensation pursuant to § 304 of the Stock Corporation Act in the amount of EUR 2.16 (gross profit contribution per share) less the corporation tax (inclusive of solidarity surcharge) payable thereon by Schaltbau Holding AG. Based on the current rate of corporation tax (inclusive of solidarity surcharge), the compensation would amount to EUR 1.90 per share.

The settlement and compensation were arrived at on the basis of an expert report prepared by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart ("Ebner Stolz") to determine the value of the enterprise as of February 3, 2022. Ebner Stolz were appointed jointly by the management board of Schaltbau Holding AG and the company management of Voltage BidCo GmbH as independent auditors to determin an appropriate settlement and appropriate compensation in the context of the proposed conclusion of a domination and profit and loss transfer agreement.

The appropriate settlement pursuant to § 305 of the Stock Corporation Act proposed by the principal shareholder is therefore lower than the offer price of EUR 53.50 under the delisting offer-to-purchase which runs until December 14, 2021 at which shareholders can sell their Schaltbau shares to Voltage Bidco GmbH, and is lower also than yesterday's closing price in Xetra trading of EUR 53.80 per Schaltbau share.

The management and supervisory boards intend to decide conclusively on December 17 regarding the domination and profit and loss transfer agreement and the level of settlement and compensation specified therein once the report by the court-appointed auditor is to hand, and to publish the result thereafter. Invitations will thereafter be issued to attend an extraordinary general meeting that will be convened to decide upon the agreement. It is anticipated that the extraordinary general meeting will be held on February 3, 2022.

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