Management Board and Supervisory Board of Steyr Motors AG recommend acceptance of Red Cat’s purchase offer

Management Board and Supervisory Board of Steyr Motors AG recommend acceptance of Red Cat’s purchase offer

• Offer price of EUR 39.00 per share fair, adequate and attractive in the view of the Management Board and Supervisory Board; PwC fairness opinion confirms financial appropriateness
• Premium of approximately 29% on the share price before the offer was announced
• Anchor shareholder B&C and CEO Julian Cassutti tender their shares
• Acceptance period runs until December 18, 2026

Steyr, Austria, 2 November 2026 – The Management Board and Supervisory Board of Steyr Motors AG (ISIN AT0000A3FW25) recommend that shareholders accept Red Cat’s purchase offer. They consider the price of EUR 39.00 per share to be fair, adequate and attractive and believe the offer is in the best interests of the company, its employees and its shareholders.

The purchase offer is made by SMOT Acquisition GmbH, a subsidiary of US-based Red Cat Holdings, Inc. (NASDAQ: RCAT), under and pursuant to an offer document dated October 22, 2026. The Management Board and Supervisory Board each unanimously adopted the reasoned statement on October 30, 2026.

Steyr Motors is a world-leading manufacturer of customized engines for demanding defense and civil applications.

Why the Management Board and Supervisory Board recommend acceptance

• Significant premium: EUR 39.00 per share is approximately 28.9% above the Xetra closing price of EUR 30.26 on October 16, 2026, the last trading day before the offer was announced.
• Independently confirmed: In its fairness opinion, the audit firm PwC considers the price to be financially appropriate.
• Fixed price, regardless of execution risks: Steyr Motors’ shares have limited trading liquidity. The offer provides shareholders with the opportunity to tender their shares at a fixed price of EUR 39.00 per share, regardless of whether or when the existing order backlog and sales pipeline translate into revenue.
• Growth with Red Cat: Red Cat sees Steyr Motors as a strategic platform with significant growth potential and intends to invest additional funds so that Steyr engines reach more customers. Steyr Motors’ identity, expertise and leadership will be preserved.
• Paid in cash, securely financed: Red Cat pays in cash from its own funds. There is no financing condition, and Steyr Motors will not be burdened with acquisition debt.

Support from within: Anchor shareholder B&C and CEO Julian Cassutti tender their shares

Anchor shareholder B&C Holding Österreich GmbH has committed to tendering its 780,000 shares. As a result, approx. 15% of the share capital is already contractually secured. For the Management Board and Supervisory Board, this is a clear signal of the attractiveness of the price.

Julian Cassutti, CEO of Steyr Motors AG, comments: “I fully support this offer and am therefore tendering my own shares. It is financially attractive for our shareholders and strategically right for Steyr Motors. In Red Cat, we have a strong partner that preserves our identity and our team and invests additionally in our growth. Together, we will bring our engines from Steyr to significantly more customers and open the next chapter of our growth story.”

Commitment to the Steyr site contractually agreed

In the Business Combination Agreement dated October 21, 2026, Red Cat made clear commitments to preserving the site and its workforce. Austria will remain the company’s registered office and headquarters, and Steyr will remain the location for production, research and development. Red Cat will further not initiate any changes to existing works agreements and collective bargaining agreements, and the Management Board is to remain in its current composition.

The offer at a glance

• Price: EUR 39.00 per share in cash (cum dividend 2026), total offer value approximately EUR 205 million
• Minimum acceptance threshold: 50% plus one share
• Acceptance period: until December 18, 2026, 5:00 p.m. (CET)
• How to accept: via your custodian bank. Red Cat will cover custodian bank fees of up to EUR 9.00 per securities account and recommends contacting the custodian bank no later than three banking days before the end of the acceptance period.
• Conditions: foreign direct investment approvals in Austria, Australia, Italy and the United Kingdom. Payment will be made once the offer conditions have been fulfilled.

The offer document is available at https://ir.redcatholdings.com/tender-offer.

The joint reasoned statement of the Management Board and the Supervisory Board of Steyr Motors AG is also available on the website of Steyr Motors AG.

Shareholders who have not yet received information on the offer from their custodian bank are recommended to contact their custodian bank directly in order to receive advice regarding the acceptance of the offer within the acceptance period.

Company profile of Steyr Motors AG
Headquartered in Steyr, Austria, Steyr Motors AG is a global leader in the development and production of special high-performance engines with high power density and durability. The company's engines are mainly used in defense special vehicles, boats (both defense and civilian), as well as auxiliary power units ("APU") for battle tanks and locomotives.

For further information, please contact:

Steyr Motors AG
Investor Relations
Phone: +43 676 6222367
E-mail: ir@steyr-motors.com
www.steyr-motors.com

Press contact
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone: +49 89 125 09 0333
E-mail: sh@crossalliance.de
www.crossalliance.de

Legal notice:
This announcement constitutes neither an offer to purchase securities nor a solicitation of an offer to purchase or sell securities of Steyr Motors AG. Only the offer document of SMOT Acquisition GmbH dated October 22, 2026 and the joint reasoned statement of the Management Board and Supervisory Board are authoritative. Each shareholder decides individually whether to accept the offer, taking into account their personal circumstances, such as their acquisition price, investment horizon and tax considerations. Subject to applicable law, neither Steyr Motors AG, nor the Management Board nor the Supervisory Board assume any liability for any financial disadvantages that may arise for a shareholder as a result of accepting or rejecting the purchase offer made under and pursuant to the offer document of SMOT Acquisition GmbH dated October 22, 2026.