EQS-Adhoc: PIERER Mobility AG: Loss of half of the share capital and intended capital measures

Ad hoc notification pursuant to Article 17 Regulation (EU) No 596/2014 (MAR)

Ad hoc announcement pursuant to Art. 53 LR

Wels, April 4, 2025

PIERER Mobility AG: Loss of half of the share capital and intended capital measures

Loss of half the share capital makes extraordinary general meeting necessary

As already communicated, a significant reduction in operating performance and one-off restructuring expenses will result in a significantly negative result for the 2024 financial year. Equity is expected to be clearly negative as at December 31, 2024.

Due to the negative result expected for the 2024 financial year, which will result in a loss of half the share capital, the auditor has exercised his duty to speak. Due to mandatory legal requirements, an Extraordinary General Meeting must be convened due to the loss of half the share capital. This is to take place on April 25, 2025 at the House of Brands in Munderfing.
 

Capital measures at an issue price of € 7.50 are proposed

As part of the package of measures to fulfill the 30% restructuring plan quotas of the KTM Group, the company intends to adopt capital measures at the upcoming Extraordinary General Meeting. To this end, the Executive Board and the Supervisory Board will propose to the Annual General Meeting that the following capital measures be resolved at an issue price of €7.50 per share.
 

Cash capital increase

In a first step, the Extraordinary General Meeting shall decide on a cash capital increase of up to € 150 million by granting statutory subscription rights to the shareholders. Shares for which subscription rights have not been exercised may be taken up by Pierer Bajaj AG.

Any public offering of shares in PIERER Mobility AG in the context of the cash capital increase will be made exclusively by and on the basis of a capital market prospectus (including any supplements thereto) to be prepared in accordance with the provisions of the Prospectus Regulation, to be approved by the FMA and subsequently published. An investment decision regarding any offered shares of PIERER Mobility AG should only be made on the basis of such a capital market prospectus.
 

Capital increase in kind

In a second step a capital increase in the amount of € 200 million against contribution in kind excluding statutory subscription rights shall be resolved, which can be executed after the KTM group’s restructuring proceedings have been completed successfully. Only the main shareholder Pierer Bajaj AG will be admitted to subscribe to this non-cash capital increase. Pierer Bajaj AG intends to contribute the loans made available to date for the ramp-up of production in the total amount of € 150 million (whereby the third and final tranche of € 50 million was disbursed yesterday) as a contribution in kind. A further prospective loan of € 50 million is also to be contributed as a contribution in kind.

All of the loans to be contributed in kind provide for an extraordinary right of termination if the described non-cash capital increase is not carried out at the issue price of € 7.50 per share or if the corresponding resolution of the General Meeting is challenged in court by a shareholder.

The funds for these loans were provided to Pierer Bajaj AG by its long-standing partner and shareholder Bajaj Auto.
 

Dilution

If the corresponding resolutions are passed at the General Meeting and the non-cash and cash capital increase are fully subscribed, it can be assumed that the share capital of PIERER Mobility AG will be increased by a factor of around 2.4.

Legal notice

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OF PIERER MOBILITY AG. IT IS NOT FOR DISTRIBUTION, TRANSMISSION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

For further information:

Investor Relations

Hans Lang & Melinda Busáné Bellér

Tel: +43 676 4140945 or +43 676 4093711

Email: ir@pierermobility.com

Website: https://www.pierermobility.com

ISIN: AT0000KTMI02; security number (Switzerland): 41860974; securities code: PKTM; Bloomberg: PKTM SW, PKTM AV; Reuters: PKTM.S, PKTM.VI