11 Nov 2015

Ad-hoc: Rheinmetall successfully places shares from capital increase

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL

Rheinmetall Aktiengesellschaft ("Rheinmetall") will receive gross proceeds of approx. EUR 230 million from its capital increase

Dusseldorf 11 November, 2015 / Rheinmetall Aktiengesellschaft (ISIN DE0007030009) has increased its share capital by partial utilisation of its authorized capital from EUR 101,373,440.00 to EUR 111,510,656.00. The pre-emptive rights of the existing shareholders have been excluded. The transaction relating to 3,959,850 new ordinary bearer shares (with no par value)(the "New Shares") has been executed by means of an accelerated bookbuilding process. The New Shares will be admitted to trading on the regulated markets of the Berlin, Dusseldorf, Frankfurt, Hamburg, Munich and Stuttgart stock exchanges with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. The New Shares will carry full dividend rights from January 1, 2015. Rheinmetall will receive gross proceeds of approx. EUR 230 million from the capital increase. The delivery of the New shares and settlement of the transaction is expected to occur on or about 16 November.

As part of the transaction, Rheinmetall has agreed to a 180 day lock-up period with respect to any transaction related to its shares, subject to customary exceptions.

Commerzbank is acting as Sole Bookrunner in connection with the Capital Increase. Lazard acted as financial advisor to the company.

Rheinmetall Aktiengesellschaft
The Management Board

IR contact:
Franz-Bernd Reich
+49 (0) 211 4734777
franz-bernd.reich@rheinmetall.com

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such an announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of Rheinmetall Aktiengesellschaft or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America in the absence of registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Rheinmetall Aktiengesellschaft have not been, and will not be, registered under the Securities Act.

In the United Kingdom, this document is only directed at persons who (i)are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.)(all such persons together being referred to as "Relevant Persons"). This document 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.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer, if made subsequently, is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

No action has been taken that would permit an offering of the securities, a purchase of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This information contains forward-looking statements that are based upon current views and assumptions of the Rheinmetall Aktiengesellschaft management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Rheinmetall Aktiengesellschaft to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to rely on these forward-looking statements. Rheinmetall Aktiengesellschaft does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.

This announcement does not constitute a recommendation concerning the placement of securities described in this announcement (the "Placement"). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

In connection with the Placement, Commerzbank (the "Bookrunner") is acting exclusively for Rheinmetall Aktiengesellschaft. It will not regard any other person as their respective client in relation to the Placement and will neither be responsible nor provide protection to anyone other than Rheinmetall Aktiengesellschaft and, nor will it provide advice to anyone other than Rheinmetall Aktiengesellschaft in relation to the Placement, the contents of this announcement or any other matter referred to herein.

In connection with the Placement, the Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of Rheinmetall Aktiengesellschaft and may otherwise deal for their own accounts. Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to the Bookrunner and any of its affiliates acting as investors for its own accounts. In addition the Bookrunner or its respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Rheinmetall Aktiengesellschaft shares. The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Bookrunner nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, any other information relating to Rheinmetall Aktiengesellschaft, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.



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