STEMMER IMAGING

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.

• Issue volume between EUR 96 million and EUR 108 million expected
• Price range set at EUR 32.00 to EUR 36.00 per share
• Offer period expected to run from February 12, 2018 to February 22, 2018
• Initial listing on the Frankfurt Stock Exchange (Scale segment) planned for February 27, 2018
• Sole shareholder remains majority shareholder; target freefloat of approx. 46 percent after IPO
• Securities prospectus approved and published

The final offer price and final issue volume will be determined by means of a bookbuilding process and expected to be set on February 22, 2018. The offer comprises 1,500,00 shares from a capital increase, 1,100,000 shares from the shareholdings of the sole shareholder, as well as a greenshoe option of 390,000 shares, also from a replacement of existing shares. Assuming that all the offered shares are sold (including greenshoe option), the issue volume is expected to be between EUR 96 million and EUR 108 million. Out of that, the expected gross proceeds accrued by the company amount to EUR 48 million up to EUR 54 million.

The offer period during which orders can be placed begins on February 12, 2018 and is expected to end on February 22, 2018 (at 12 noon for private investors and at 2 pm for institutional investors). The shares are planned to be listed in the Scale segment of the Frankfurt Stock Exchange as of February 27, 2018. All the details of the offering can be found in the securities prospectus approved on February 09, 2018 by the German financial supervisory authority BaFin and available for download from the Investor Relations section of STEMMER IMAGING AG’s website.

STEMMER IMAGING – pioneer of machine vision, a key technology in the area of ‘Industry 4.0’

With more than 30 years of experience and in-depth technological expertise, STEMMER IMAGING is among the pioneers of machine vision, one of the key technologies in connection with the automation of manufacturing processes and the mega trend ‘Industry 4.0’. STEMMER IMAGING’s specialization in technologically challenging tasks and applications, and the combination of innovative products from the world’s leading manufacturers, own machine vision software, and comprehensive services and consulting have enabled STEMMER IMAGING group to develop into one of the leading providers of imaging technology solutions in Europe.

The global machine vision market is characterized by double-digit annual growth on average. It offers significant potential due to the progressive digitization of all areas of life and businesses. This creates sustainable and attractive growth opportunities for STEMMER IMAGING AG.

IPO to finance company growth

STEMMER IMAGING AG plans to strengthen its market position in existing markets and to expand in new markets in Europe and beyond. The planned initial public offering opens up new opportunities to finance the company’s continued organic and inorganic growth as well as the further development of the service portfolio, especially expansion into new areas of application for its own machine vision software Common Vision Blox (CVB).

“We see concept and product innovations as well as expansion of the higher-value services, system design and software business as the main drivers for our targeted growth acceleration and profitability increase”, says *Christof Zollitsch, CEO of STEMMER IMAGING AG.

The offering consists of an initial public offering in the Federal Republic of Germany (the ‘public offer’) and a private placement for qualified investors in certain jurisdictions other than the Federal Republic of Germany and the United States in accordance to Regulation S under the U.S. Securities Act of 1933 (current version) (the ‘private placement’ and together with the public offering, the ‘offering’).

Shares in STEMMER IMAGING AG have the international securities identification number (ISIN) DE000A2G9MZ9, the German securities code (WKN) A2G9MZ and the ticker symbol S9I.

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.

This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus of the Company (including any supplements thereto). The prospectus has been approved by the German federal financial supervisory agency (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). Copies of such prospectus are 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.