DGAP-Ad-hoc: Kontron AG / Key word(s): Letter of Intent Kontron AG is planning to merge with S&T Deutschland Holding AG 15-Feb-2017 / 15:40 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Augsburg, February 15, 2017 - Kontron, a leading global provider of Embedded Computing Technology (ECT), announces that today the Management Board of Kontron AG signed a letter of intent with the Management Board of S&T Deutschland Holding AG, a wholly-owned subsidiary of the listed S&T AG, on the planned merger between 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. To the knowledge of the Management Board of Kontron AG, the Management Board of S&T AG, headquartered in Linz, intends to offer all Kontron shareholders, who exchange their shares against shares of the S&T Deutschland Holding AG in the course of the merger 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 in 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. ### About Kontron Kontron, a global leader in embedded computing technology and a pioneer in secure IoT platform solutions, provides a combined portfolio of hardware, middleware and services. With its leading-edge standard products and solution ready platforms, Kontron enables new technologies and applications across multiple industries. As a result, customers benefit from accelerated time-to-market, reduced total cost of ownership, product longevity and the best overall application with the highest reliability in embedded technology. Kontron is a listed company. Its shares are traded in the Prime Standard segment of the Frankfurt Stock Exchange and on other exchanges under the symbol "KBC". For more information, please visit: www.kontron.com For additional information: Alexandra Habekost Head of Investor Relations & Corporate Communications Kontron Tel: +49 (0) 821 4086-114 [email protected] --------------------------------------------------------------------------- 15-Feb-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Kontron AG Lise-Meitner-Straße 3-5 86156 Augsburg Germany Phone: 00498214086114 Fax: 00498214086122 E-mail: [email protected] Internet: www.kontron.com ISIN: DE0006053952 WKN: 605395 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service --------------------------------------------------------------------------- 544819 15-Feb-2017 CET/CEST