Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful.

MTU Aero Engines AG successfully placed Convertible Bonds

- Issue volume of EUR 500 million, 7.5 year maturity

- 0.05% coupon, 103% issue price, implying a -0.34% yield to maturity and 55% conversion premium

Munich, 10 September 2019: MTU Aero Engines AG ("MTU" or the "Company") announces the successful placement of new senior, unsecured convertible bonds maturing in March 2027 with an aggregate principal amount of EUR 500 million, divided into 5,000 convertible bonds with a denomination of EUR 100,000 each ("New Convertible Bonds"). The New Convertible Bonds are convertible into new and/or existing ordinary registered shares of the Company ("Ordinary Shares"). The shareholders' subscription rights have been excluded.

The New Convertible Bonds will have a maturity of 7.5 years and will bear a fixed coupon of 0.05%, payable annually in arrear. The issue price was set at 103%, implying a yield to maturity of -0.34%, and the conversion premium was set at 55% over the reference share price (being the average of the daily volume-weighted average prices of the no-par value ordinary registered shares of the Company on XETRA on 11, 12 and 13 September 2019).

The proceeds of the New Convertible Bonds will be used to finance the partial repurchase, if any, of the outstanding convertible bonds due 2023, ISIN DE000A2AAQB8, of the Company in connection with the invitation to sell announced on 10 September 2019 and for general corporate purposes.

The Company will have the option to redeem the New Convertible Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the New Convertible Bonds at any time (i) on or after 8 April 2025 if the price of the Ordinary Shares is equal to or exceeds 130% of the then prevailing conversion price over a specified period or (ii) if 20% or less of the aggregate principal amount of the New Convertible Bonds remains outstanding.

The New Convertible Bonds have only been placed in accordance with Regulation S under the United States Securities Act of 1933 as amended to institutional investors outside the United States of America via a private placement. Settlement of the New Convertible Bonds is expected on or around 18 September 2019. The inclusion of the New Convertible Bonds in the open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.

HSBC and UniCredit Bank AG acted as Joint Global Coordinators and Joint Bookrunners for the offering of the New Convertible Bonds.

-END-

Your contacts:
Eckhard Zanger
Senior Vice President Corporate Communications and Public Affairs
Tel.: + 49 (0)89 14 89-91 13
Mobile: + 49 (0) 176-1000 6158
Email: [email protected]

Markus Wölfle
Director Corporate Communications
Tel.: +49 (0)89 14 89-83 02
Mobile: +49 (0) 151-1741 5084
Email: [email protected]

IMPORTANT NOTE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL
This release is for information purposes only and does not constitute, contain 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 New Convertible Bonds. No prospectus will be prepared in connection with the offering of the New Convertible Bonds. The New Convertible Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the New Convertible Bonds to prepare or register any prospectus or offering document relating to the New Convertible Bonds in such jurisdiction.
The distribution of this release and the offer and sale of the New Convertible Bonds in certain jurisdictions may be restricted by law. Any persons reading this release should inform themselves of and observe any such restrictions.
This release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein 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 absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the New Convertible Bonds in the United States. This release 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 New Convertible Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
In the United Kingdom, this release 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"). Any investment or investment activity to which this document relates are only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA.