KUKA Aktiengesellschaft / Key word(s): Issue of Debt 23.07.2013 08:05 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- KUKA Aktiengesellschaft Zugspitzstrasse 140, 86165 Augsburg, Germany - ISIN DE0006204407 - Admitted to trading at the following German stock exchanges: Frankfurt/Main and Munich Ad hoc notification pursuant to § 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW KUKA Aktiengesellschaft Issues Convertible Bond The Management Board of KUKA Aktiengesellschaft passed a resolution today with the approval of the Supervisory Board to offer convertible bonds with an aggregate nominal amount of EUR 91,200,000 maturing February 12, 2018. The convertible bonds are initially convertible into up to 2,477,809 newly issued bearer shares with no par value of KUKA Aktiengesellschaft. The shareholders' pre-emptive rights are excluded. The convertible bonds will increase the issue of EUR 58,800,000 convertible bonds issued by KUKA Aktiengesellschaft on February 12, 2013. The convertible bonds will bear interest at an interest rate of 2.00% per annum, they will have a denomination of EUR 100,000 per bond and, unless previously converted, repurchased or redeemed, will be redeemed at par at maturity. The initial conversion price is EUR 36.8067. The convertible bonds will be offered solely to institutional investors outside of the United States of America, Canada, Australia and Japan via a private placement. The convertible bonds will be issued at a price above their nominal value. The issue price is expected to be determined during an accelerated bookbuilding process over the course of today. The convertible bonds are expected to be issued by KUKA Aktiengesellschaft on or about July 26, 2013 and to be included to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. KUKA Aktiengesellschaft intends to use the proceeds from the convertible bond offering to optimize its balance sheet in the medium term, as well as to increase its financial flexibility, inter alia, to fund the company growth. Augsburg, July 23, 2013 KUKA Aktiengesellschaft Management Board IMPORTANT NOTICE NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW This ad-hoc announcement is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Convertible Bonds. No prospectus will be prepared in connection with the offering of the Convertible Bonds. The Convertible Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Convertible Bonds to prepare or register any prospectus or offering document relating to the Convertible Bonds in such jurisdiction. The distribution of this ad-hoc announcement and the offer and sale of the Convertible Bonds in certain jurisdictions may be restricted by law. Any persons reading this ad-hoc announcement should inform themselves of and observe any such restrictions. This ad-hoc announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the Convertible Bonds and the shares of KUKA Aktiengesellschaft to be delivered on conversion) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or the laws of any state within the U.S., and may not be offered or sold in the United States, except in a transaction not subject to, or pursuant to an applicable exemption from the registration requirements of the Securities Act or any state securities laws. This ad-hoc announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The Convertible Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act. No offering of the Convertible Bonds is being made in the United States. In the United Kingdom, this ad-hoc announcement is only being distributed to and is only directed at (i) persons who 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 (the 'Order') and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as 'relevant persons'). The Convertible Bonds are only available to relevant persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this ad-hoc announcement or any of its contents. Contact: Andreas Spitzauer phone: +49 821 7975-216 fax: +49 821 7975-213 e-mail: [email protected] 23.07.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: KUKA Aktiengesellschaft Postfach 43 12 69 86072 Augsburg Germany Phone: +49 (0)821 797 - 0 Fax: +49 (0)821 7975 - 333 E-mail: [email protected] Internet: www.kuka.com ISIN: DE0006204407 WKN: 620440 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------