STADLER RAIL AG IPO – FULL EXERCISE OF OVER-ALLOTMENT OPTION Dienstag, 16. April 2019 - 18:56

Stadler Rail AG («Stadler», the «Company»), a leading global pure-play producer of rolling stock and related systems, headquartered in Bussnang, Switzerland, today announces that the Joint Global Coordinators, acting on behalf of the syndicate banks, have fully exercised the over-allotment option of its initial public offering («IPO») of 5 250 000 existing shares at the offer price of 38 Swiss francs per share.

On April 12, 2019, the shares of Stadler (ticker symbol SRAIL) were listed and admitted to trading on SIX Swiss Exchange. The Joint Global Coordinators, acting on behalf of the syndicate banks, have today exercised the full over-allotment option at 38 Swiss francs per share, representing 15 per cent of the 35 000 000 existing shares offered in the base offer. Including the shares placed in connection with the over-allotment option, a total of 40 250 000 existing shares have been sold in the IPO of Stadler, corresponding to 40.25 per cent of the share capital. The total placement volume therefore amounts to 1 530 million Swiss francs.

Following the exercise of the over-allotment option, Peter Spuhler (directly and indirectly via PCS Holding AG) holds 39.70 per cent of the share capital of Stadler. The Company, RAG-Stiftung and all members of Stadler’s Board of Directors and Group Executive Board have committed to a lock-up period of twelve months from the first day of trading. Peter Spuhler and PCS Holding AG as the Selling Shareholders have agreed to a lock-up period of twelve months from the first day of trading in respect of 100 per cent of the shares they will, directly or indirectly, hold after the Offering, plus a commitment that their combined shareholdings will not fall below 30 per cent for an additional 24 months.

Credit Suisse and UBS are acting as Joint Global Coordinators and Joint Bookrunners for the IPO. BNP PARIBAS, Citigroup and Zürcher Kantonalbank are acting as Joint Bookrunners and UniCredit Bank AG as Co-Lead Manager, while Reichmuth & Co, St.Galler Kantonalbank AG and Thurgauer Kantonalbank are acting as Selling Agents in connection with the IPO. Alantra is acting as independent financial advisor to Stadler and Peter Spuhler. Niederer Kraft Frey AG and BianchiSchwald LLC are acting as legal advisors to Stadler and Peter Spuhler, with Lenz & Staehelin representing the bank syndicate.

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Stadler is a leading global pure-play producer of rolling stock and related systems with a strong track record of focused expansion. Founded in Switzerland in 1942, the Company has a long history of design and manufacturing excellence, offering its customers Swiss quality, precision engineering and best-in-class project management capabilities. Stadler’s origins as a local business focused on producing tailor-made trains and locomotives in small batch sizes have built the basis for its expansion into a multinational yet independent organization that prides itself on its ability to customize its rolling stock product offerings to meet the most varied and challenging customer specifications, while maintaining the ability to tailor-make trains on an individual or modular basis. Over the course of its history, the Company has produced over 8000 trains and locomotives that currently operate in 41 countries.

Stadler operates in two reporting segments: The Rolling Stock segment focuses on the design, engineering and production of high-speed, intercity and regional passenger trains and coaches, as well as locomotives, metros and light rail vehicles («LRV»), thereby addressing all relevant segments of the rail market. The Service & Components segment offers customers a range of services, from the supply of single spare parts, vehicle repairs, modernization and overhauls to entire full service offerings, ensuring that after delivery, Stadler’s vehicles continue to meet customers' most stringent demands in terms of reliability and availability during their entire life cycle of, on average, 30 years.

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in articles 27 et seqq. of the listing rules of the SIX Swiss Exchange AG or of any other stock exchange or regulated trading venue in Switzerland or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of Stadler Rail AG should be based exclusively on the offering memorandum published by Stadler Rail AG for such purpose. Copies of the offering memorandum, the pricing supplement and any other supplements to the offering memorandum can be obtained free of charge in Switzerland from Credit Suisse AG, Zurich, Switzerland (e-mail: equity.prospectus@credit-suisse.com), UBS AG, Swiss Prospectus Switzerland, P.O. Box, 8098 Zurich, Switzerland (voicemail: +41 44 239 47 03; fax number: +41 44 239 69 14; e-mail: swiss-prospectus@ubs.com) and Stadler Rail AG, Investor Relations, Ernst-Stadler-Strasse 1, 9565 Bussnang, Switzerland (tel: +41 71 626 86 80; e-mail: ir@stadlerrail.com).

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. 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»), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the «FSMA Order») or (iii) persons falling within Articles 49(2)(a) to (d), «high net worth companies, unincorporated associations, etc.» of the FSMA Order, and (iv) 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 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to 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 document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an «EEA Member State») that has implemented Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and together with any applicable implementing measures in any EEA Member State, the «Prospectus Directive») is only addressed to qualified investors in that EEA Member State within the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g. statements including terms like «believe», «assume», «expect», «forecast», «project», «may», «could», «might», «will» or similar expressions. In addition, this publication includes certain financial targets. These forward-looking statements are not guarantees of future financial performance and the actual results of Stadler Rail AG could differ materially from those expressed or implied by these forward-looking statements as a result of many factors. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Stadler Rail AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Stadler Rail AG assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments. Except as required by applicable law, Stadler Rail AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof. Investors are strongly urged not to place undue reliance on any forward looking statements.