STEMMER IMAGING

Inside information acc. to Article 17 MAR

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

The offer of STEMMER IMAGING AG included 1,500,00 shares from a capital increase, 1,100,000 shares from the sole shareholder, as well as a greenshoe option of 390,000 shares, also from a reallocation of existing shares. All 2,990,000 shares were placed.The placement volume including the greenshoe option therefore totals around EUR 101.7 million.

The issuing proceeds generated by the IPO shall primarily be used for the realization of inorganic growth potentials to strengthen the competitive position in the European market. On the other hand, targeted growth potentials shall be used in the Asian region. Furthermore, the issuing proceeds generated with the offer shall also be used for the development of new types of products, solutions and services in the area of image processing. The Company focuses here, on the one hand, on the further development of its own image processing software “Common Vision Blox”, the engagement in cooperations or acquisitions in this area. On the other hand, new developments aim at the increasing use of so-called Embedded Vision solutions as well as the linking of image processing systems to IT systems and processes.

The shares of STEMMER IMAGING AG are expected to be traded in the scale segment of the Frankfurt Stock Exchange from 27 February 2018. The shares carry the international securities identification number (ISIN) DE000A2G9MZ9 and the German securities code (WKN) A2G9MZ.

Hauck & Aufhäuser is acting as sole global coordinator and sole bookrunner for the IPO.

Important Notice

This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities. The securities in the Company have already been sold. It is no longer possible to subscribe for STEMMER IMAGING AG shares via this offer. The offer in Germany was made exclusively on the basis of the published securities prospectus deposited with the Federal Financial Supervisory Authority (BaFin). Copies of such prospectus were available free of charge at the offices at STEMMER IMAGING AG, Gutenbergstrasse 9-13 | 82178 Puchheim, Landkreis Fürstenfeldbruck, Germany, as well as, for viewing in electronic form, on the websites of the Frankfurt Stock Exchange and STEMMER IMAGING AG in the Investor Relations section.

This announcement is not an offer of securities for sale in the United States of America (the “United States”). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States.

In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as “relevant persons”). The securities are only available to, 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 information or any of its contents.

Subject to certain exceptions under the Securities Act, 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.

Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.