EQS-Adhoc: centrotherm international AG: Centrotherm AcquiCo AG submits specified request for the squeeze-out of mi-nority shareholders of centrotherm international AG

Centrotherm AcquiCo AG submits specified request for the squeeze-out of minority shareholders of centrotherm international AG pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law)

Blaubeuren, 15 May 2026 – Today, Centrotherm AcquiCo AG, Frankfurt am Main (“Main Shareholder”), submitted to centrotherm international AG (“Company”) its specified request for the squeeze-out of the Company’s minority shareholders pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (squeeze-out under merger law).
By letter dated 17 December 2025, the Main Shareholder had requested the Company’s management board to have a resolution passed at a shareholders’ meeting of the Company, which is yet to be convened, in connection with a group merger of the Company as the transferring entity to the Main Shareholder as the acquiring entity, on the transfer of the shares of the Company’s remaining shareholders (“Minority Shareholders”) to the Main Shareholder against payment of an adequate cash compensation pursuant to section 62 para. 5 sentence 1, 8 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (“Squeeze-Out”).
In its letter dated 15 May 2026, the Main Shareholder has confirmed that it continues to hold shares in the Company representing 90.00% of the Company’s share capital and determined the amount of the adequate cash compensation for the transfer of the shares held by the Minority Shareholders to be EUR 8.74 per ordinary bearer share with no-par value of the Company. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.
The merger agreement between the Company as transferring entity and the Main Shareholder as acquiring entity will be executed and notarized later today. The resolution of the Company’s shareholders’ meeting on the Squeeze-Out is intended to be adopted at the Company’s annual general meeting, which will take place on 30 June 2026.
The Squeeze-Out will take effect subject to the approval of the Company’s shareholders’ meeting and the registration of this resolution and the merger with the Company’s commercial register as well as the registration of the merger with the commercial register of the Main Shareholder. The shares of the Minority Shareholders will only be transferred to the Main Shareholder once the merger has been registered with the commercial register of the Main Shareholder.
Notifying person:
Nathalie Albrecht (Manager Public & Investor Relations)
Phone: +49 7344 918-6304
E-mail: investor@centrotherm.de
Additional information:
centrotherm international AG
Württemberger Str. 31
89143 Blaubeuren
Germany
Internet: www.centrotherm.de
ISIN: DE000A1TNMM9 (bearer shares) and DE000A1TNMN7 (unlisted shares from capital increase against contribution in kind)
Listing: Regulated Unofficial Market of the Frankfurt Stock Exchange (Basic Board)
Registered office: Germany