Merger Informationen

! Important information for shareholder of "Kontron S&T AG" (formerly S&T Deutschland Holding AG):

For those remaining shareholders of Kontron S&T AG who did not take advantage of the
option involving the contribution in kind, or who failed to lodge an objection in the minutes of
the Annual General Meeting of Kontron AG held on June 19, 2017 and who thus forfeited the
option of accepting the compensation in cash amounting to EUR 3.11 per share held,
Kontron S&T AG plans to stage a shares repurchase program. It will reimburse participating
shareholders at a rate of EUR 3.11 per share of Kontron S&T AG held. The program's details
are to be published by the end of October 2017.

Offers not comprised in the one for the payment of compensation in cash or the planned shares repurchase program by the S&T Group – such as the one from SCHNIGGE Wertpapierhandelsbank SE from Willich on October 12, 2017 - have not been approved by the company.

Consignment of shares in S&T AG

S&T AG, Linz, Austria reported on September 27, 2017 that the term of subscription for former shareholders of Kontron AG came to a successful end. 

On October 13, 2017 S&T AG reported the listing of some 6.6 million new shares on the Prime Standard regulated
market segment of the Frankfurt Stock Exchange. The issuance of these shares was
occasioned by the non-cash capital increase performed by S&T AG. The shares were issued
to former shareholders of Kontron AG, S&T Deutschland Holding AG respectively (today's
Kontron S&T AG) for exchanging. They thus served as the consignment for the latter shares.

The commencement of listing and the delivery of the new shares are set to take place on or
about October 16, 2017. This will be at the same time as the paying out of cash amounting to
EUR 0.15 for each new S&T AG share and the acquisition for EUR 3.11 in cash of each S&T
Deutschland Holding AG share whose purchase was necessitated by the rounding off of
fractional holdings. These transactions will be performed via the banks holding the
shareholders' securities deposit accounts.

Please find the corresponding press release here:

Information on cash compensation

Should you have recorded your objection to the exchange of shares in the minutes of the Annual General Meeting of Kontron AG held on June 19, 2017, you are entitled to lay claim to compensation in cash amounting to EUR 3.11 per share held by you. This laying of claim will cause you to not be a shareholder of S&T Deutschland Holding AG. This thus also causes the lapsing of the offer to consign your shares – which would have formed the consideration – in S&T, in exchange for shares in that company.

In order to lay claim to and receive this compensation, shareholders have to place a corresponding order with their banks of shares deposit. This has to be done with the two month period commencing on 22.08.2017 and ending on 21.10.2017. To that end, please send the following information to your bank of shares deposit:

- Shareholder's name
- Voting card number
- Number of shares
- Proof of having lodged an objection

This proof of having lodged an objection can take the form of an excerpt of the minutes of Annual General Meeting's protocol. Along with the corresponding form for the declaration of acceptance and with the application to be submitted to the bank of shares deposit, this excerpt can be requisitioned from Kontron by sending an E-mail to

Along with a record of the following's number, the banks of shares deposit will be requested to rebook the  shares of S&T Deutschland Holding AG for which cash compensation will be provided under the interim securities category of “ISIN DE000A2E4MA5”. The banks will also be asked to send to the central processing office notifications containing the data on the respective shareholder by no later than the expiry of the term listed above, which has been stipulated in accordance with § 31 UmwG (Germany's Securities Transformation Act).

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