DGAP-News

Schaltbau Holding AG concludes a domination and profit and loss agreement with Voltage BidCo (Carlyle)

DGAP-News: Schaltbau Holding AG / Key word(s): Contract/Delisting Schaltbau Holding AG concludes a domination and profit and loss agreement with Voltage BidCo (Carlyle) 17.12.2021 / 16:58 The issuer is solely responsible for the content of this announcement. Schaltbau Holding AG concludes a domination and profit and loss agreement with Voltage BidCo (Carlyle)

Settlement of EUR 50.33 and compensation of EUR 2.16 (gross profit contribution) per share

Agreement subject to approval by the General Meeting

Extraordinary General Meeting scheduled to take place on 3 February 2022

Upon completion of the delisting offer, Voltage BidCo (Carlyle) holds approx. 78 % of the shares

Delisting from all regulated markets by 30 December 2021 and from the Open Market on the Munich Stock Exchange effective 31 March 2022

Munich, 17 December 2021 - Schaltbau Holding AG ("Schaltbau") (ISIN DE000A2NBTL2) and Voltage BidCo GmbH, a wholly-owned subsidiary of funds advised by The Carlyle Group ("Carlyle"), have today concluded a domination and profit and loss agreement (DPLA). The DPLA, the effectiveness of which is still subject to approval by the General Meeting, provides for a settlement pursuant to Section 305 of the German Stock Corporation Act (Aktiengesetz - AktG) in an amount of EUR 50.33 and settlement pursuant to Section 304 of the German Stock Corporation Act in an amount of EUR 2.16 (gross profit contribution) per share. Based on the current corporate tax rate (including solidarity surcharge), this would result in a compensation payment of EUR 1.90 per share.

Upon completion of the voluntary delisting offer on 14 December 2021, Voltage BidCo GmbH (Carlyle) currently holds 8,521,407 (78.24 %) of the shares of Schaltbau Holding AG currently totalling 10,891,940. Application for revocation of the listing of the Schaltbau shares on the regulated market will take effect on the Frankfurt Stock Exchange as of 20 December 2021 and on the Munich Stock Exchange as of 30 December 2021. The Schaltbau shares will subsequently only be traded on the Open Market on the Munich Stock Exchange until 31 March 2022. The Extraordinary General Meeting will take place on 3 February 2022. Convocation is scheduled to be published in the German Federal Gazette on 23 December 2021.