R. STAHL AG wins RAG-Stiftung as a new long-term oriented anchor shareholder

PRESS RELEASE

R. STAHL AG wins RAG-Stiftung as a new long-term oriented anchor shareholder

- Placing out of 10 percent of own shares to RAG-Stiftung

- Cash inflow strengthens balance sheet - liquidity improved

Waldenburg/Essen, December 11, 2014. RAG-Stiftung, a foundation headquartered in Essen, Germany, will be a new shareholder in R. STAHL AG. In a share placement deal, RAG-Stiftung Beteiligungsgesellschaft mbH, the investment company of the foundation, acquired a package of 10 percent of shares in R. STAHL AG formerly held by the company itself. Management Board and Supervisory Board of R. STAHL AG approved the transaction today.

The company concluded a contract with RAG-Stiftung Beteiligungsgesellschaft mbH about the acquisition of 644,000 shares in R. STAHL. In the context of this placement, shareholders were excluded from subscription rights. The legal basis for this placement is a resolution approved at the shareholders' meeting of R. STAHL in June 2010. Transfer of the shares to RAG-Stiftung Beteiligungsgesellschaft mbH is still subject to approval by the German Federal Cartel Office.

"R. STAHL is entering a phase in which the investments we made in recent years will pay off, resulting in sustainable growth and increased earning power. We are glad that we could win RAG-Stiftung as a partner that will accompany us along the way," says Martin Schomaker, Chief Executive Officer of R. STAHL AG.

The decision in favor of RAG-Stiftung was the result of a longer selection and decision-making process by the company. "It was important for us to find a partner with a long-term investment horizon - a partner that would perfectly complement our way of sustainable value development for shareholders and thus contribute to the long-term support of our business model," says Bernd Marx, Chief Financial Officer of R. STAHL AG.

The placement of own shares significantly strengthens the balance sheet of R. STAHL. It generates a cash contribution in a double-digit million Euro range. The sale provides R. STAHL with proceeds that do not affect net income but boost the company's equity. R. STAHL plans to use the cash inflow to finance further growth projects.

R. STAHL and RAG-Stiftung Beteiligungsgesellschaft have concluded a purchase agreement that ensures the long-term collaboration of both parties. The shares of R. STAHL held by the company itself were originally designated as acquisition currency. In view of the significant improvement in financing opportunities, the company no longer considers this to be necessary. For this reason, in the opinion of the Management Board, the sale of shares to a long-term oriented investor serves a much more productive purpose.

About RAG-Stiftung:
RAG-Stiftung was founded in 2007 under private law. The task of RAG-Stiftung is to finance RAG's perpetual mine management obligations related to the Ruhr and Saar coal mining as of 2019. For further information please refer to www.rag-stiftung.de.

About R. STAHL
R. STAHL is one of the world's leading suppliers of electrical and electronic products and systems for explosion protection. These products and systems prevent explosions in hazardous areas and contribute to the safety of people, machines and the environment. The portfolio ranges from products used in switching/distributing, installing, operating/monitoring, lighting and signalling/alarming, up to automation. Typical customers operate in growth industries, such as the oil & gas industry, the chemical and pharmaceutical industry and the food industry. In 2013, global sales amounting to EUR 304 million were generated with about 1,870 employees. The shares of R. STAHL AG are traded on the Regulated Market/Prime Standard of Deutsche Boerse (ISIN DE000A1PHBB5). For further information about R. STAHL, please refer to www.stahl.de.

Contacts:

R. STAHL AG
Am Bahnhof 30, 74638 Waldenburg (Württ.)

Bernd Marx (CFO)
Phone: +49 7942 943-1271

Nathalie Dirian (Investor Relations)
Phone: +49 7942 943-1395
E-mail: [email protected]

RAG-Stiftung
Sabrina Manz
Phone: +49 201 801-3366
E-mail: [email protected]