S&T AG plans to merge Kontron AG with its wholly-owned subsidiary as well as a non-cash capital increase

Linz, February 15, 2017. The Management Board of S&T Deutschland Holding AG, a wholly-owned subsidiary of the S&T AG, and the Management Board of Kontron AG today signed a letter of intent on the planned merger between the listed Kontron AG and the non-listed S&T Deutschland Holding AG . The merger shall be evaluated and prepared in the coming two months and then be submitted for decision to the Annual General Shareholder Meetings of Kontron AG and S&T Deutschland Holding AG, which are both planned to take place no later than June 2017.

The sole shareholder of S&T Deutschland Holding AG, the listed S&T AG, headquartered in Linz, intends to offer all Kontron shareholders, who in the course of the merger exchange their shares against shares of the S&T Deutschland Holding AG, the following option: Shareholders, who received shares of the S&T Deutschland Holding AG in the course of the merger, can contribute these shares within the scope of a non-cash capital increase into the S&T AG and thus become a shareholder of the TecDax-listed S&T AG. Kontron shareholder thus have the option to take the cash compensation offer or to accept the offer of the S&T AG based on a capital increase by way of contribution of kind with compensation of 90% of the value in new S&T AG shares and 10% of the value as a cash component.

All Kontron shareholders, who in the course of the merger do not accept the legal compulsory cash compensation offer of the S&T Deutschland Holding AG, are given the opportunity to finally exchange their Kontron shares for shares of the S&T AG and a cash component. The non-cash capital increase shall be performed subsequent to the merger and is expected to be completed by autumn 2017.

On S&T AG
S&T AG (www.snt.at, ISIN AT0000A0E9W5, WKN A0X9EJ, SANT) is the lead company of an international technology group that employs some 3,700 people and maintains operations in more than 20 countries. S&T is listed on the Prime Standard segment of the Frankfurt Stock Exchange. S&T is a major supplier of IT systems. Its extensive portfolio of IT services and solutions makes S&T one of the leading suppliers in this field in Central and Eastern Europe. S&T's portfolio includes a large number of proprietary developments. These for the Appliances, Cloud Security and Smart Energy sectors.