: The Executive Board and Supervisory Board recommend that shareholders do not accept the mandatory takeover offer from Ennoconn Corporation

• Joint statement published
• The Executive Board and the Takeover Committee of the Supervisory Board advise shareholders of Kontron AG not to accept the offer, in particular because they consider the offer price to be inappropriate
• The offer price of EUR 23.50 per Kontron share is, in view of the Executive Board and the Takeover Committee of the Supervisory Board, not financially appropriate and is significantly below the most recently published analyst price targets

Linz, 8 July 2026 – The Executive Board and the Takeover Committee, acting on behalf of the Supervisory Board have today published their joint reasoned statement in accordance with Section 27 of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) regarding the mandatory takeover offer made by Ennoconn Corporation to the shareholders of Kontron AG.

Following a careful review of the offer document published on 29 June 2026, the Executive Board and the Supervisory Board recommend that the shareholders of Kontron AG do not accept the mandatory takeover offer made by Ennoconn Corporation.

One argument in favour of accepting the mandatory takeover offer is that its completion is expected to lead to a reduction in the free float of Kontron shares. Furthermore, following completion of the offer, Ennoconn Corporation could hold a larger majority of voting rights at Kontron AG’s Annual General Meeting and pass certain corporate resolutions more easily than before. Furthermore, individual reasons and tax considerations may argue in favour of accepting the offer.

Nevertheless, the Executive Board and the Supervisory Board recommend that shareholders of Kontron AG do not accept the offer, unless there are specific circumstances that warrant doing so. A key factor in this regard is, in particular, that, in their view, the offer price does not adequately reflect the financial value and strategic prospects of Kontron AG:

• The offer price of EUR 23.50 per Kontron share merely corresponds to the lowest offer price that the bidder was permitted to offer under the statutory minimum price requirements, based on a prior acquisition price of EUR 23.50.
• The offer price is EUR 0.26 below the average share price of Kontron shares over the last twelve months and therefore represents no premium, or indeed a negative premium.
• Furthermore, the offer price falls significantly short of the most recent target prices published by analysts, which average around EUR 30.29 per Kontron share.
• The fairness opinion commissioned by the Executive Board and the Supervisory Board from Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H., Linz, Austria, also concludes that the offer price is significantly below a reasonable range and is not appropriate from a financial perspective.

The Executive Board and the Supervisory Board point out that, notwithstanding this recommendation, each shareholder of Kontron AG must decide for themselves – taking into account the overall circumstances, their individual circumstances and their personal assessment of the possible future development of the value of Kontron AG and the market price of Kontron shares – whether and, if so, for how many Kontron shares they will accept the offer.

The acceptance period began with the publication of the offer document on 29 June 2026 and runs until 27 July 2026. Shareholders of Kontron AG who wish to accept the offer may do so via their respective custodian bank in accordance with the terms and conditions set out in the offer document.

The completion of the offer is subject to the conditions set out in the offer document. These include, in particular, approvals under merger control legislation from the competent authorities in the Federal Republic of Germany and the USA, as well as approvals under foreign direct investment control legislation in the Federal Republic of Germany, France, Austria and Taiwan. Shareholders should therefore bear in mind that the completion of the offer may be significantly delayed or, under certain circumstances, may not be possible at all.

The full joint reasoned statement by the Executive Board and the Supervisory Board of Kontron AG is available free of charge from Kontron AG and is published on the company’s website in the Investor Relations section at https://www.kontron.com/en/group/investors/mandatory-takeover-offer.

The joint reasoned statement by the Executive Board and the Supervisory Board is the sole authoritative document. This press release does not constitute an explanation or supplement to the content of the joint reasoned statement.
 

Linz, July 8, 2026

The Executive Board