DGAP-News

Schaltbau Holding AG concludes a domination and profit and loss agreement with Voltage BidCo (Carlyle) - Seite 2

The Management Board and the Supervisory Board of Schaltbau AG have today concluded a DPLA with Voltage BidCo GmbH. This DPLA provides for settlement pursuant to Section 305 of the German Stock Corporation Act of EUR 50.33 and compensation payment pursuant to Section 304 of the German Stock Corporation Act of EUR 2.16 (gross profit contribution) per share. The settlement and compensation amounts were calculated on the basis of an expert opinion by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungs-gesellschaft, Stuttgart, ("Ebner Stolz") determining the enterprise value as of 3 February 2022. Ebner Stolz was mandated to prepare the opinion in the role of an independent auditor by the Management Board of Schaltbau Holding AG and the management of Voltage BidCo GmbH.

Düsseldorf-based I-ADVISE Wirtschaftsprüfungsgesellschaft, appointed by the District Court of Munich as joint auditor of the DPLA pursuant to Section 293 (1) of the Stock Corporation Act, has concluded in the context of its audit that Ebner Stolz's expert opinion on the enterprise value lies within the bandwidth for the fair value of the Schaltbau Group's equity. The DPLA was thereupon signed by the Management Board of Schaltbau Holding AG and the management of Voltage BidCo GmbH.

The domination and profit and loss transfer agreement, as well as the joint report concerning the DPLA (including Ebner Stolz's expert opinion) and the audit report of the court-appointed auditor are expected to be made available in the context of the invitation to the Extraordinary General Meeting on the website of Schaltbau Holding AG under the Investor Relations heading as from 23 December 2021 (afternoon). The convening of the Extraordinary General Meeting is scheduled to be published in the German Federal Gazette on the same day, also in the afternoon. The Extraordinary General Meeting will take place on 3 February 2022 - due to the ongoing pandemic situation, in the form of a virtual General Meeting, i.e. without physical attendance by the shareholders.