SMAG Mobile Antenna Masts AG announces price range and offer structure for its planned initial public offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.

SMAG Mobile Antenna Masts AG announces price range and offer structure for its planned initial public offering

• Price range for the planned initial public offering set between EUR 46.00 and EUR 54.00 per share
• Offer of up to 650,000 newly issued shares from a capital increase, up to 1,800,000 existing shares by the selling shareholder SMAG Group GmbH and up to 367,500 existing shares from the holdings of the selling shareholder in connection with an over-allotment option
• Total offer volume (including full exercise of the greenshoe option) of between approximately EUR 129.6 million and EUR 152.1 million
• Free float of approximately 49.9 % of the share capital of the Company following the initial public offering, assuming full exercise of the greenshoe option
• The offer period is expected to commence on July 2, 2026 and to end on July 8, 2026
• First day of trading on the Frankfurt Stock Exchange (Scale Segment) expected on or around July 13, 2026
• Targeted net proceeds of approximately EUR 30,5 million from the primary capital increase to fund strategic growth initiatives, including investments in automation technologies, the scaling of production capacity and the expansion of the company's sales organisation as well as to strengthen its working capital position and overall financial flexibility

Salzgitter, Germany, July 1, 2026 - SMAG Mobile Antenna Masts AG ("SMAG" or the "Company"), an established developer and manufacturer of mission-critical mobile antenna mast systems for military and defence applications, today announces a price range of EUR 46.00 to EUR 54.00 per share (the "Price Range") for its intended initial public offering (the "Offering"). The final offer price will be determined through a bookbuilding process which is expected to commence on July 2, 2026 and to end on July 8, 2026. The first day of trading on the Frankfurt Stock Exchange (Scale Segment) is expected on or around July 13, 2026.

The Offering comprises up to 650,000 newly issued shares from a capital increase by the Company, up to 1,800,000 existing shares sold by SMAG Group GmbH (the "Selling Shareholder"), wholly owned by AEQUITA SE & Co. KGaA ("AEQUITA"), and up to 367,500 additional existing shares from the holdings of the Selling Shareholder in connection with an over-allotment option, representing approximately 15% of the base offer size. Based on the midpoint of the Price Range, the total offer volume (assuming full exercise of a customary greenshoe option) amounts to approximately EUR140.9 million, implying a market capitalization of approximately EUR 282.5 million. Following the Offering and assuming full exercise of the greenshoe option, AEQUITA (through the Selling Shareholder) will retain a stake of approximately 50.1% in the Company, and the free float is expected to be approximately 49.9%. The Selling Shareholder and the Company committed to customary lock-up arrangements consisting of a first lock-up period of six months following the Offering, and a further lock-up period of an additional six months thereafter, which can only be waived by the Sole Global Coordinator (as defined below), subject to certain customary exceptions.

"We see an exceptionally strong structural demand environment for mission-critical mobile defence communications infrastructure. Europe’s step-change in defense spending, anchored by NATO’s capability commitments and Germany’s Zeitenwende, is driving sustained, long-cycle procurement growth across precisely the programmes where SMAG is embedded. With our unique position as a leading manufacturer of self-supporting mobile antenna mast systems, a EUR 1.4 billion Total Order Backlog^[1] and clear mid-term targets, we have a strong operational foundation and excellent revenue visibility. As a listed company, we intend to accelerate investment in manufacturing capacity and international expansion, and to consistently capitalize on the significant growth opportunities ahead of us."

Ulrich Feindt, Chief Executive Officer of SMAG Mobile Antenna Masts AG

The Company expects to receive net proceeds of approximately EUR 30,5 million from the issuance of up to650,000 new shares based on the mid-point of the Price Range. The Company intends to use the net proceeds to fund: (i) investments in automation technologies to enhance manufacturing efficiency and throughput; (ii) the scaling of production capacity, including the planned expansion of production space at its Salzgitter facility to more than 20,000 square metres by the end of 2027; (iii) the expansion of the Company’s sales organisation and international commercial infrastructure; and (iv) to strengthen the Company’s working capital position and overall financial flexibility to support accelerated growth against its substantial Total Order Backlog.

FURTHER DETAILS ON THE OFFERING

Full details of the Offering will be set out in the securities prospectus, which is expected to be approved today by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "Bafin") and subsequently published on the Company’s website at www.smag.de under the section "IPO".

Subject to the approval of the prospectus, the offer period is expected to commence on July 2, 2026 and to end on July 8, 2026, at 12:00 noon (CEST) for retail investors and 17:00 (CEST) for institutional investors. Retail investors are expected to be able to submit purchase orders for the public offering in Germany via the DirectPlace® subscription functionality of the Frankfurt Stock Exchange beginning on July 6, 2026. The final offer price and the final number of shares to be placed in the IPO will be determined through a bookbuilding process and are expected to be set on or about July 8, 2026 and announced in a separate publication. The trading of the shares is expected to take place on or around July 13, 2026. Delivery of the allocated shares is expected on or around July 14, 2026.

The shares of the Company are intended to be traded under the ticker symbol 1SMA (ISIN: DE000A42FR12) on the Frankfurt Stock Exchange (Scale Segment).

In connection with the Offering, Cantor is acting as Sole Global Coordinator and Sole Bookrunner.

NOTES

[1] Total Order Backlog comprises the 12-year rolling Fixed Order Backlog, Frame Order Backlog and Soft Order Backlog. Fixed Order Backlog represents with respect to commercially agreed customer contracts and purchase orders concluded and/or received the portion of the associated transaction price for which the amount of net sales has not yet been recognized. Frame Order Backlog includes commercially agreed frame contracts with fixed annual volumes or volume estimates based on customer information or historical call offs over the entire contract duration, booked for the period of the frame contract term. Soft Order Backlog includes estimated volumes of potential sole source projects and potential successor business until 2032 based on public information and customer information, booked for the period from the first quarter of 2026 to the fourth quarter of 2032 (i.e. non-contractually secured order volumes).

INVESTOR RELATIONS CONTACT

Jasmin Dentz

+49 6997124731

dentz@gfd-finanzkommunikation.de

PRESS CONTACT

Elena Strikker

+49 5341302447

elena.strikker@smag.de

ABOUT THE COMPANY

Founded in 1974, SMAG Mobile Antenna Masts AG, headquartered in Salzgitter, Germany, is an established developer and manufacturer of mission-critical mobile antenna mast systems for military and defence applications, generating substantially all of its net sales from defence. SMAG is a leading European specialist manufacturer of self-supporting, guy-wire free mobile antenna mast systems for military applications. SMAG Mobile Antenna Masts AG is a trusted partner to more than 50 defence primes, OEMs and government agencies worldwide, including 15 NATO militaries, and employs approximately 170 people.

DISCLAIMER AND IMPORTANT NOTICE

This announcement is an advertisement for the purposes of Regulation EU 2017/1129, as amended (the "Prospectus Regulation"), relating to the intention of SMAG Mobile Antenna Masts AG (the "Company") to proceed with an initial public offering. This announcement does not constitute or form part of a prospectus. These materials may not be, directly or indirectly, published, distributed or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of the Company in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus which approval should not be understood as an endorsement of the securities offered. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "Bafin") and will be available free of charge on the website of the Company (https://www.smag.de).

In any member state of the European Economic Area, this communication is only addressed to and is only directed at qualified investors in such member state within the meaning of the Prospectus Regulation, and no person that is not a qualified investor may act or rely on this communication or any of its contents.

In the United Kingdom, this document is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Public Offers and Admissions to Trading Regulations 2024 (POATRs) who are also (i) 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and 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.

The present material contains various statements relating to the future development of the Company. These statements are based on assumptions and estimates. Although we are convinced that the forward-looking statements are realistic, they are not guarantees of future performance since our assumptions involve risks and uncertainties that could cause the actual performance and results as well as the financial and net asset position to differ materially from those anticipated. Such factors include market fluctuations, the development of world market prices for commodities or spare parts as well as financial markets and exchange rates, changes in national or international laws and regulations or fundamental changes in the economic and political environment. The Company does not intend to and does not undertake any obligation to update any forward-looking statements in order to reflect events or developments after the date of this material.

Cantor Fitzgerald Ireland Limited (the "Bank") is acting exclusively for the Company and the Selling Shareholder and no one else in connection with the planned offering of shares of the Company (the "Offering") and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. The Bank and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Certain industry, market and competitive position data contained in this announcement comes from official or third-party sources. Third-party industry publications, studies and surveys generally state that the information they contain originates from sources assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Market studies are usually based on certain assumptions and expectations at the time of their preparation which may turn out not to be accurate or appropriate, and their methodology is inherently predictive and speculative. Moreover, the market data and other information included in market studies is typically partially based on other industry publications as well as market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this announcement.

In connection with the planned Offering, the Bank and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the planned Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Bank and any of its affiliates acting as investors for their own accounts. In addition, the Bank or its respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Bank (or its affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Bank 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.

Neither the Bank nor any of its representatives 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 any other information relating to the Company 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.

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the inclusion into trading of shares of the Company on the Scale segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the "Inclusion") may be influenced by factors such as market conditions. There is no guarantee that Inclusion will occur and no financial decision should be based on the intentions of the Company in relation to Inclusion at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

In connection with the offering of the shares in the Company, the Bank will act as stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the open market (Scale) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be July 13, 2026, and ending no later than 30 calendar days thereafter (the "Stabilization Period"). Stabilization transactions may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be effected on any stock market, over-the-counter market, stock exchange or otherwise.

In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the base offer size (the "Over-Allotment Shares"). The Selling Shareholder has granted the Stabilization Manager an option to acquire a number of shares in the Company equal to the number of Over-Allotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Over-Allotment Shares were allocated to investors in the IPO, the Stabilization Manager, is entitled to exercise this option during the Stabilization Period, even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of any stabilization measures (so-called refreshing the shoe).