Lenzing AG: Lenzing AG launches fully underwritten capital increase with subscription rights

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

Lenzing AG launches fully underwritten capital increase with subscription rights

• Cash capital increase with subscription rights targeting gross proceeds of approximately EUR 300 mn
• Lenzing intends to use the proceeds to support the implementation of its “Grow Nonwovens, Reset Textiles” corporate strategy and to strengthen its capital structure
• The offering is subject to the approval of the offering prospectus by the Austrian Financial Market Authority (FMA) and its publication by the Company, both of which are expected today
• The subscription price has been set at EUR 8.65 per share
• For every 10 existing shares held, each shareholder may subscribe for 9 new shares
• The syndicate comprising the B&C Group and Suzano S.A., Lenzing’s indirect majority shareholders, has committed to exercise all of its subscription rights. In addition, Oberbank AG has committed to exercise all of its subscription rights
• The syndicate and Oberbank AG have agreed to a customary six-month lock-up
• The subscription period is expected to commence on October 6, 2026, inclusive, and to end on October 20, 2026, inclusive
• The subscription rights are expected to be traded on the Official Market of the Vienna Stock Exchange from October 6, 2026, inclusive, until October 14, 2026, inclusive
• The international private placement of any unsubscribed new shares is expected to take place on October 20, 2026

Lenzing, October 1, 2026 – The Management Board of Lenzing Aktiengesellschaft (“Lenzing” or the “Company”), with the consent of the Supervisory Board, has resolved, on the basis of the authorization granted by the Extraordinary General Meeting on August 25, 2026, to carry out an ordinary capital increase against cash contribution with subscription rights for existing shareholders.

The capital increase is fully underwritten by the managing banks based on the commitments provided by the syndicate comprising Lenzing’s indirect majority shareholders, B&C Group and Suzano S.A., and by Oberbank AG. The offering is intended to generate gross proceeds of approximately EUR 300 mn. The proceeds from the offering will provide Lenzing with additional financial flexibility, support the implementation of its “Grow Nonwovens, Reset Textiles” corporate strategy and strengthen the Company’s capital structure.
 

Key terms of the offering

As part of the offering, 34,756,362 new no-par value bearer shares carrying dividend rights as from January 1, 2026 are to be issued. The subscription price is EUR 8.65 per new share. This represents a discount of 42.50 percent to the theoretical ex-rights price, calculated on the basis of the closing price of the Lenzing share on September 30, 2026. The gross proceeds from the offering will amount to approximately EUR 300 mn.

Each shareholder will receive one subscription right for each Lenzing share held as of 11:59 p.m. Central European Summer Time on October 1, 2026. The subscription ratio is 10 to 9. Accordingly, for every 10 existing shares held or the corresponding number of subscription rights, shareholders and holders of subscription rights will be entitled to subscribe for 9 new shares. No compensation will be paid for subscription rights that are not exercised. The subscription rights will, however, be transferable and may be traded in the auction market of the Official Market of the Vienna Stock Exchange during the scheduled rights trading period.

Any new shares not subscribed for by existing shareholders or holders of subscription rights may be offered for purchase to selected institutional and other qualified investors by way of an international private placement. The offer price in the private placement will be at least equal to the subscription price.
 

Subscription commitments and lock-up arrangements

The syndicate formed by the B&C Group and Suzano S.A. currently indirectly holds approximately 52.25 percent of Lenzing’s share capital. Subject to customary conditions, the syndicate has irrevocably committed to subscribe, in proportion to its shareholding, for 18,159,291 new shares at the subscription price as part of the offering, whereby Suzano S.A. will sell a portion of its subscription rights, entitling the holder to subscribe for 1,757,754 new shares, to a B&C Group company. The B&C Group has committed to exercise these subscription rights. Suzano S.A. will, as part of the capital increase, invest a total of approximately EUR 22.5 million in new capital. The exercise of all subscription rights attributable to the syndicate will generate gross proceeds of approximately EUR 157.1 mn. Oberbank AG, which holds approximately 3.87 percent of Lenzing’s share capital, has also committed, subject to customary conditions, to subscribe, in proportion to its shareholding, for 1,344,168 new shares at the subscription price. This corresponds to gross proceeds of approximately EUR 11.6 mn. Following the offering, the B&C Group will indirectly hold approximately 39.64 percent and Suzano S.A. will indirectly hold approximately 12.60 percent of Lenzing’s share capital. The syndicate and Oberbank AG have each agreed to a customary six-month lock-up in respect of the shares held by them, save that up to an aggregate of 1,757,754 shares held by the B&C Group, corresponding to the number of shares to be subscribed for by the B&C Group upon exercise of the subscription rights acquired from Suzano S.A., will be exempt from the lock-up.

Indicative timetable for the offering

Subject to the publication of the prospectus approved by the Austrian Financial Market Authority (FMA), the new shares will be offered to existing shareholders by way of indirect subscription rights pursuant to section 153(6) of the Austrian Stock Corporation Act. Erste Group Bank AG will act as subscription agent. The subscription period is expected to run from Tuesday, October 6, 2026, up to and including Tuesday, October 20, 2026. The subscription rights are expected to be traded under ISIN AT0000A3XCR6 in the auction market of the Official Market of the Vienna Stock Exchange from October 6, 2026, up to and including October 14, 2026. The existing Lenzing shares are expected to trade ex-rights from October 2, 2026.

Settlement and delivery of the new shares and trading in the new shares under the existing ISIN AT0000644505 in the Prime Market segment of the Vienna Stock Exchange are expected to commence on October 23, 2026. This is subject to the registration of the implementation of the capital increase with the Austrian Commercial Register. The right to terminate the offering is reserved.

Your contact for     Media Relations:    Corporate Communications  Lenzing Aktiengesellschaft  Werkstraße 2, 4860 Lenzing, Austria    Phone  +43 664 6112534  E-mail  media@lenzing.com  Web     www.lenzing.com

Investor Relations:    Investor Relations Team Lenzing Aktiengesellschaft  Werkstraße 2, 4860 Lenzing, Austria    Phone  +43 7672 701 8947  E-mail   investorrelations@lenzing.com  Web      www.lenzing.com

 

Important Notice

These materials may not be distributed or published, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or publication would be unlawful.

These materials do not constitute, and are not part of, an offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan or in any other jurisdiction in which such an offer or solicitation may be unlawful. The 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”). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States.

In the United Kingdom, this document is being distributed only to, and is directed only at, persons who are “qualified investors” within the meaning of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) and who are also (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) persons falling within Article 49(2)(a) to (d) of the Order (high-net-worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000, in connection with the issue or sale of securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. This document does not constitute a public offer of securities in the United Kingdom within the meaning of the POATRs. Any offer of securities in the United Kingdom will be made solely in accordance with the POATRs and the applicable FCA rules.

In the Member States of the European Economic Area other than Austria, this communication is directed only at persons who are “qualified investors” within the meaning of point (e) of Article 2 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”).

This document does not constitute a prospectus for the purposes of the Prospectus Regulation, but an advertisement for the purposes of the Prospectus Regulation and, as such, does not constitute an offer to sell or a solicitation of an offer to purchase securities of Lenzing Aktiengesellschaft. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in the securities prospectus to be published, including any amendments thereto, if any, relating to the securities.

This publication constitutes neither an offer to sell nor a solicitation to purchase securities in any jurisdiction. Any offer will be made solely by means of, and on the basis of, a securities prospectus, including any amendments thereto, to be approved by the Austrian Financial Market Authority (FMA) and published on the website of Lenzing Aktiengesellschaft. An investment decision regarding any publicly offered securities of Lenzing Aktiengesellschaft should be made solely on the basis of the securities prospectus, including any amendments thereto. Any orders relating to securities of Lenzing Aktiengesellschaft received prior to the commencement of a public offering will be rejected. If a public offering is to be made in Austria, Lenzing Aktiengesellschaft will, promptly following approval by the FMA, publish a securities prospectus in accordance with the Austrian Capital Markets Act 2019 and the Prospectus Regulation, which will be available free of charge on the website of Lenzing Aktiengesellschaft.

Information in this announcement

The information contained in this announcement is for information purposes only and does not purport to be complete. No person may rely, for any purpose, on the information contained in this announcement or on its accuracy, fairness or completeness.

The information contained in this announcement is subject to change. Before making an investment decision in relation to any securities to which this announcement relates, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the securities prospectus, if published. No reliance may be placed, for any purpose, on the information contained in this announcement or on its accuracy or completeness.

This communication does not constitute a recommendation concerning any potential offering. The value of shares may go down as well as up. Potential investors should seek advice from a professional adviser as to the suitability of any potential offering for the person concerned. Nothing in this communication constitutes, or should be construed as, investment, tax, financial, accounting or legal advice.

Certain data contained in this communication, including financial, statistical and operational information, have been rounded. As a result of such rounding, the totals of data presented in this communication may vary slightly from the actual arithmetic totals of such data.

Forward-looking statements

Certain statements contained in this communication may constitute “forward-looking statements”, which involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plans”, “expects”, “assumes”, “estimates”, “believes”, “intends”, “forecasts”, “target” or “aim”, or the negative of these words or other variations of these words or comparable terminology. Forward-looking statements are based on assumptions, projections, estimates, forecasts, opinions or plans that, by their nature, are subject to significant risks, uncertainties and contingencies that are subject to change. The Company does not make, and will not make, any representation that any forward-looking statement will be achieved or will prove to be correct.

Actual future business conditions, financial condition, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. The Company and the Joint Bookrunners and their respective affiliates therefore expressly disclaim any obligation, and do not intend, to publicly update or revise any forward-looking statements or any other information contained in this press release, whether as a result of new information, future events or otherwise, except as required by law.