Article

Ad – Hoc Notification

Publication according to section 19 para. 1(c) of the general terms and conditions of Deutsche Börse AG for the over-the-counter market at the Frankfurt Stock Exchange

Press release: Matica Technologies AG decides on capital increase against cash and non-cash contributions for the purchase of the not yet owned participation in Matica System S.p.A.

Esslingen am Neckar, February 10th, 2015 – Today, Management and Supervisory Board of Matica Technologies AG (ISIN code: DE 000A0JELZ5) resolved to immediately call a Shareholders’ Meeting of the Company, which shall pass a resolution regarding the increase of the share capital of the Company by an amount of up to approx. 18.5 million Euros against cash and non-cash contributions with shareholders’ subscription rights. The new shares are entitled to dividends effective from the financial year beginning January 1st, 2015.

The contribution in kind consists of 82% of the shares in the parent company Matica System S.p.A., Novara/Italy not yet owned by Matica Technologies AG. The Shares will be contributed into Matica Technologies AG by the shareholders of Matica System, HFX-S.A., Luxembourg, and Katakana SA, Lugano/Switzerland (former Gruppo Matica) against granting of a total of 13.3 million new shares.

With regard to a prorated amount in the share capital of up approx. 5.2 million Euros, the remaining shareholders of the Company will be granted subscription rights to subscribe new shares against contribution in cash under the same conditions as the shareholders of Matica System S.p.A. as part of a subscription right offer. The subscription ratio will be 2:5 (i.e. two existing shares entitle the holder to subscribe to 5 new shares), subscription price will be 2.23 Euros per each new share, corresponding to the subscription price of the contributing shareholders of Matica System S.p.A. to which Matica System assigns the subscription rights.

Following the the capital increase,  the indirectly acquired 5.32 million own shares of Matica Technologies  shall be cancelled  by way of simplified capital reduction by the end of the year at the latest. The Shareholders’ Meeting shall decide on this matter as well as on the creation of the new authorised capital amounting to 7.7 million Euros.

The notice of the Shareholders’ Meeting will be published within the next days.

Matica System manufactures Secure ID printers and card personalization systems, and is one of the leading international providers for card personalization systems in over 100 countries worldwide.

Matica develops and produces personalization solutions – from desktop solutions to high performance/high volume systems –  as well as its related software and is primarily involved in markets for financial and ID cards, transport and Radio Frequency Identification (RFID), as well as telecommunication. It has branches in Italy, Anger/France, Dubai/UAE, Beijing/China, and the USA.

The Management and Supervisory Board of the Company expect a number of synergy effects and competitive advantages due to the contribution of Matica System. In particular, the Company wins a well-experienced R&D team comprising about 40 engineers, and its own production. In the past, Matica Technologies was completely dependent on third-part suppliers. Moreover, the acquisition of the shares enables Matica Technologies to expand its product range. In the future, this should include printers, desktop solutions, midrange and central issuing systems as well as mailers.