VINCORION sets offer price at €17.00 per share

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.

VINCORION sets offer price at €17.00 per share

• Offering will consist of up to 20,297,500 shares in total, including possible over-allotments, provided fully from the holdings of the current major shareholder STAR Capital
• Total offering size of up to approx. €345 million, assuming full exercise of the greenshoe option
• Fixed offer price implies a total market capitalization of €850 million
• Cornerstone investors Fidelity International, Invesco Asset Management Limited, for and on behalf of certain collective investment funds and/or accounts, and accounts advised by T. Rowe Price Associates, Inc., have pre-committed, based on guaranteed allocations, an aggregate amount of approx. €105 million
• Offer period expected to commence on March 16, 2026 and expected to end on March 19, 2026 while the first day of trading on the Frankfurt Stock Exchange is scheduled for March 20, 2026
• Offering and listing are subject to approval of prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication

VINCORION SE (“VINCORION” or “Company”), a leading developer and manufacturer of power and mechatronic solutions for defense platforms and advanced aviation systems, together with its major shareholder STAR Holdings S.à r.l. (“STAR Capital” or “Selling Shareholder”), have set the fixed offer price for its planned initial public offering (“IPO”) and listing of its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange at €17.00 per share.

“The path to the capital markets marks an important milestone for VINCORION. The strong interest and binding commitments from our cornerstone investors confirm our positioning at the heart of the security and defense sector,” said Kajetan von Mentzingen, CEO of VINCORION. “This step enables us to continue developing and manufacturing reliable power and mechatronic solutions for leading defense platforms as well as advanced aviation systems. We look forward to discussing our business model and growth strategy with investors around the world in the coming days.”

The offering will consist of up to 20,297,500 shares to be offered from the holdings of the Company’s current major shareholder STAR Capital. This includes a base offering of up to 17,650,000 shares and up to 2,647,500 shares in connection with a possible over-allotment. STAR Capital has granted the stabilization manager J.P. Morgan SE an option to acquire for the account of the Underwriters, at the offer price less agreed commissions, for a number of 2,647,500 shares (equals 15% of the base offer) of the Company equal to the number of Over-Allotment Shares (the “Greenshoe Option”). VINCORION, STAR Capital and certain other existing shareholders have agreed to a lock-up period of 180 days, subject to customary exceptions.

The IPO is supported by the cornerstone investors (1) Fidelity International, (2) Invesco Asset Management Limited, for and on behalf of certain collective investment funds and/or accounts, and (3) accounts advised by T. Rowe Price Associates, Inc., who have pre-committed severally and not jointly, to purchase shares in the offering for an aggregate amount of approximately €105 million in exchange for guaranteed allocations.

The total offering size is expected to be up to approximately €345 million, assuming full exercise of the greenshoe option. Based on the fixed offer price, VINCORION’s expected total market capitalization will be €850 million. All proceeds from the sale of shares in the IPO will be received by STAR Capital.

Subject to the approval of the prospectus by the German Federal Financial Authority (BaFin) and publication of the prospectus, the offering will consist of a public offering to retail and qualified investors in Germany, as well as private placements to qualified investors in certain jurisdictions outside of Germany. The offer period is expected to commence on March 16, 2026, and is scheduled to end on March 19, 2026. Offers may be submitted until 12:00 pm CET by retail investors (natural persons) and 2:00 pm CET by qualified investors on the last day of the offer period. Trading of VINCORION shares on the Frankfurt Stock Exchange (Prime Standard) is expected to begin on March 20, 2026.

The offer is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin). Upon approval the securities prospectus will then be published and available on VINCORION’s Investor Relations website: https://ir.vincorion.com/en.

BNP PARIBAS, J.P. Morgan SE, and Berenberg are acting as Joint Global Coordinators and Joint Bookrunners. COMMERZBANK in cooperation with ODDO BHF, and UniCredit are acting as additional Joint Bookrunners. Rothschild & Co is acting as financial adviser to STAR Capital and VINCORION.

Further information will be available on: https://ir.vincorion.com/en.


About VINCORION SE

VINCORION SE is a leading developer and manufacturer of power and mechatronic solutions for defense platforms and advanced aviation systems. The company is specialized on innovative power systems, including generators, electric motors and drives, gensets, power electronics, and hybrid power systems. As a partner to the defense and aviation industries, VINCORION develops and manufactures solutions tailored to its customers’ specific requirements on the basis of an in-depth dialog. A high-performance customer support team provides assistance and service to users of the company’s own products and those from third parties throughout the entire product life cycle.

With approximately 900 employees at sites in Germany, and the United States, VINCORION generated revenues of approximately €240 million in financial year 2025.

For more information and the latest news, please visit www.vincorion.com and follow us on LinkedIn.


Contact

Frederike Gasa
Head of Communications & Marketing
VINCORION SE
Feldstrasse 155
22880 Wedel, Germany
Mail: media@vincorion.com


Disclaimer

This publication constitutes neither an offer to sell nor a solicitation to buy securities. A public offer in Germany will be made solely by means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of VINCORION SE should only be made on the basis of the securities prospectus. The securities prospectus will be published following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the website of VINCORION SE (https://ir.vincorion.com/).

This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129, as amended (“Prospectus Regulation”). It does not constitute an offer to purchase any securities in VINCORION SE (the “Company” and, together with its subsidiaries, the “Group”) and does not replace the securities prospectus The approval of the securities prospectus by the German Federal Financial Supervisory Authority (“BaFin”) should not be understood as an endorsement of the investment in any securities in the Company. Investors should purchase securities in the Company solely on the basis of the prospectus (including any supplements thereto, if any) relating to the securities in the Company and should read the prospectus, which is yet to be published, (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities in the Company. Investment in securities entails numerous risks, including a total loss of the initial investment.

This announcement is not for distribution or release, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the Company in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States. The securities may not be offered, subscribed, used, pledged, sold, resold, allotted , delivered or otherwise transferred, directly or indirectly in the United States, absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities in the United States. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.

In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.

This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. In the United Kingdom, this announcement is only addressed to and directed at persons who are “qualified investors” as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (POATR) and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) are persons to whom this announcement may otherwise be lawfully communicated (all such persons being referred to as “Relevant Persons”). In the United Kingdom, this announcement is directed only at Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons and it should not be relied on by anyone other than a Relevant Person.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

In connection with the planned offering of the shares in the Company, J.P. Morgan SE, acting for the account of the underwriters, would act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be 20 March 2026, and ending no later than 30 calendar days thereafter (the “Stabilization Period”), or earlier if the end of the stabilization period falls on a public holiday, Saturday or Sunday. Stabilization measures may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures and any stabilization action, if begun, may cease at any time. There can be no assurance that stabilizing measures will be undertaken. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Tradegate Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange.

This announcement does not purport to contain all information required to evaluate the Company and/or its financial position and, in particular, is subject to amendment, revision, verification, correction, completion and updating in its entirety.

None of the Company, STAR Holdings S.à r.l. (the “Selling Shareholder”), BNP PARIBAS, J.P. Morgan SE, Joh. Berenberg, Gossler & Co. KG, COMMERZBANK Aktiengesellschaft and UniCredit Bank GmbH (together the “Banks”, and together with the Company and the Selling Shareholder, the “Persons”), or any of the respective directors, officers, personally liable partners, employees, agents, affiliates, shareholders or advisers of such Persons (the “Representatives”) may notify you of changes nor is under an obligation to update or keep current the announcement or to provide the recipient thereof with access to any additional information that may arise in connection with it, save for the making of such disclosures as are required by mandatory provisions of law. This announcement does not constitute investment, legal, accounting, regulatory, taxation or other advice. No person is authorized to give any information or to make any representation not contained in and not consistent with the announcement and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of the Company, the Selling Shareholder or any Bank.

This announcement may contain forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms "plans," "targets," "aims," "continues," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Group’s intentions, beliefs or current expectations concerning, among other things, its prospects, growth, strategies and the industry in which the Group operates. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward looking statements are not guarantees of future performance, results and events and that the development of the Group’s prospects, growth, strategies and the industry in which the Group operates as well as actual events may differ materially from those made in or suggested by the forward looking statements contained in this announcement. In addition, even if the development of the Group’s prospects, growth, strategies and the industry in which it operates and future events are consistent with the forward looking statements contained in this announcement, those developments may not be indicative of the Group’s results, liquidity or financial position or of results or developments in subsequent periods not covered by this announcement. Nothing that is contained in this announcement constitutes or should be treated as an admission concerning the financial position of the Company and/or the Group. Growth rates shown in this announcement are not necessarily indicative of our future performance. Each of the Company, the Banks and their respective Representatives expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Certain information contained in this announcement on the market environment, market developments, market and economic growth rates, market trends and competition in the markets in which the Group operates is based on the Company’s assessments and estimates. These assessments and estimates are, in turn, based in part on internal market observations and on various third-party studies or estimates that are also primarily based on data or figures from publicly available sources, but which may also be based on non-public data or figures. Neither the Company nor the Banks have independently verified the market data and other information on which third parties have based their studies or the external sources on which the Company’s own estimates are based or make any representation or give any warranty as to the accuracy or completeness of such information, which is subject to change without notice. Each of the Company and the Banks expressly disclaims any responsibility for, or liability in respect of such information. Certain information included in this announcement is taken or derived from third-party market studies or reports, including a market study commissioned from Roland Berger GmbH (“Roland Berger”). The information from third-party sources that is cited here has been reproduced accurately. As far as the Company is aware and is able to ascertain from information published by such third parties, no facts have been omitted that would render the reproduced information, included in this announcement, inaccurate or misleading. The fact that information from the third-party sources has been included in the announcement should not be considered as a recommendation by the relevant third parties to invest in, purchase, or take any other action with respect to, the Offering (as defined below), and prospective investors should not place undue reliance on such information. Prospective investors are advised to consider the industry and market data contained in this announcement with caution. Industry and market data is usually based on certain assumptions and expectations at the time of preparation of the relevant data which may turn out not to be accurate or appropriate, and the underlying methodology is inherently predictive and speculative. Industry and market data is typically partially based on other industry publications as well as market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. Accordingly, publications containing industry and market data, such as the market study commissioned from Roland Beger, generally state that the information contained therein is believed to be accurate but that no representation or warranty is made by the third-party provider as to the accuracy or completeness of such information or that any projections or estimates will be realized.

The information contained in this announcement does not purport to be comprehensive and has not been subject to any independent audit or review. This announcement contains certain supplemental or alternative measures of operating and financial performance that are not calculated in accordance with the International Financial Reporting Standards as adopted by the €opean Union (“IFRS”) or the German Commercial Code (Handelsgesetzbuch) and German generally accepted accounting principles, and which would be considered non-IFRS/non-GAAP financial measures. These non-IFRS/non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies nor should they be construed as an alternative to other financial measures that are computed in accordance with IFRS or other generally accepted accounting principles. There are material limitations associated with the use of such measures. You are cautioned not to place undue reliance on any non-IFRS/non-GAAP financial measures and ratios included herein.

Certain figures, including financial and market data, contained in this announcement have been rounded and the relevant sums may not add up to 100% due to rounding.

The Banks are acting exclusively for the Company and the Selling Shareholder and no one else in connection with the planned offering of shares of the Company (the “Offering”). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective Representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.