PROSPECTUS

AT & S AUSTRIA TECHNOLOGIE & SYSTEMTECHNIK AKTIENGESELLSCHAFT (a joint stock corporation incorporated under the laws of Austria under registered number FN 55638 x)

Offering of up to 15,527,412 bearer shares (with no-par value) Listing of up to 12,950,000 new bearer shares (with no-par value)

on the Official Market of the Vienna Stock Exchange This is an offering of an aggregated amount of up to 15,527,412 ordinary bearer shares, ISIN AT0000969985, each representing a calculated notional amount of EUR 1.10 of the share capital of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, a joint stock corporation under Austrian law (the “Company” or the “Issuer”, and together with its consolidated subsidiaries, “AT & S” or the “Group”), consisting of up to 12,950,000 shares newly issued by the Company following a share capital increase in two tranches (the “New Shares”) and up to 2,577,412 treasury shares (the “Offered Treasury Shares”, and together with the New Shares the “Offer Shares”). The Company’s shareholders (the “Existing Shareholders”) are invited to exercise their subscription rights with the ISIN AT0000A120R2 (the “Subscription Rights”) to subscribe for the Offer Shares (the “Rights Offering”). Offer Shares for which Subscription Rights are not exercised in the Rights Offering and which were not placed in the Pre-placement as described below (the “Rump Shares”) will be offered in (i) a public offering to retail and institutional investors in the Republic of Austria (“Austria”) (the “Austrian Offering”) and (ii) a non-public offering outside of Austria and the United States of America to selected institutional investors in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and other applicable exemptions (the “International Institutional Offering”). The offerings referred to in (i) and (ii) are hereinafter referred to as the “Global Offering”, and together with the Rights Offering and the Pre-placement described below as the “Offering”. The Company has 25,900,000 ordinary bearer shares outstanding (the “Existing Shares”, and together with the Offer Shares, the “Shares”). Existing Shareholders exercising their Subscription Rights will be entitled to 2 Offer Shares for every 3 Existing Shares held against payment of the Subscription and Offer Price. Shareholders will receive one subscription right for each Existing Share held as of September 18, 2013, 23:59 CEST. The period during which Existing Shareholders may exercise their Subscription Rights and the offer period during which investors in Austria and institutional investors outside Austria and the United States of America may submit formal bids for the purchase of Offer Shares in the Global Offering begins on September 19, 2013, and is expected to end on October 3, 2013 (the “Subscription and Offer Period”), and may be extended or terminated at any time. The Subscription Rights will be traded on the Vienna Stock Exchange from and including September 25, 2013 to September 27, 2013. Holders of Subscription Rights can acquire additional Subscription Rights on the market in order to acquire Offer Shares, or can sell their Subscription Rights in the market, subject to certain restrictions as set out in “Selling Restrictions”. Subscription Rights not exercised by the end of the Subscription and Offer Period will expire without value. Up to 3,367,471 Offer Shares will initially be offered in private placements to selected institutional investors in Austria and outside of Austria in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions (the “Pre-placement“). The Pre-placement will take the form of a bookbuilding procedure and is expected to take place on September 17, 2013 and September 18, 2013. The corresponding Subscription Rights were waived by Androsch Privatstiftung and Dörflinger-Privatstiftung (together the “Principal Shareholders”). The offer price determined in the course of the Pre-placement, the subscription price in the Rights Offering and the offer price in the Global Offering will be identical (the “Subscription and Offer Price”). The Subscription and Offer Price is expected to be determined on or about September 18, 2013, by the Company in consultation with Joh. Berenberg, Gossler & Co. KG and Erste Group Bank AG (the “Joint Lead Managers”) and will be announced and published immediately thereafter, including by way of an ad-hoc announcement, via electronic media, on or about September 18, 2013. The maximum Subscription and Offer Price is EUR 9.50. The Principal Shareholders have undertaken to (indirectly) subscribe for an aggregate EUR 20 million in Offer Shares in the Offering (the “Firm Orders”). The Joint Lead Managers have agreed to purchase themselves from the Company Offer Shares up to a total maximum volume of EUR 25 million if not all Rump Shares can be placed in the Global Offering (the “Hard Underwriting”). The final number of Offer Shares is expected to be determined on or about October 4, 2013 based on the outcome of the Offering and will be announced and published, including by way of an ad-hoc announcement, via electronic media, immediately thereafter. The Existing Shares are listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) under the symbol “ATS” and traded in the Prime Market segment. The closing price of the Existing Shares on the Vienna Stock Exchange on September 16, 2013 was EUR 7.99 per Existing Share. Application will be made to list the New Shares on the Official Market of the Vienna Stock Exchange. Trading in New Shares allocated in the Pre-placement in the Prime Market segment is expected to commence on or about September 24, 2013 and trading in New Shares allocated in the Rights Offering and the Global Offering in the Prime Market segment is expected to commence on or about October 9, 2013. The Subscription Rights and the Offer Shares have not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Austria, in particular they have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States. Subscription Rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the U.S. Securities Act and the Offer Shares may be offered or sold only outside the United States in reliance on Regulation S under the U.S. Securities Act or pursuant to other applicable exemptions. For a description of certain restrictions on offers, sales and transfers of the Offer Shares and the distribution of this prospectus, see “Selling Restrictions”. An investment in the Offer Shares carries a high degree of risk. See “Risk Factors” beginning on page 21 to read about factors that should be considered before exercising the Subscription Rights and investing in the Offer Shares. The Offer Shares should be bought and traded only by persons knowledgeable in investment matters. The Offered Treasury Shares are, and the New Shares will be, represented by a modifiable global certificate (veränderbare Sammelurkunde), deposited with Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”). Interests in the Offer Shares allocated in the Pre-placement will be credited on or about September 24, 2013 and in Offer Shares allocated in the Rights Offering or the Global Offering on or about October 9, 2013 (the “Closing Date”), in each case against payment therefore, to the accounts of investors through book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). This prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsicht, the “FMA”) in its capacity as competent authority under the Austrian Capital Markets Act 1991 as amended (Kapitalmarktgesetz) (the “Capital Markets Act”). The accuracy of the information contained in this prospectus does not fall within the scope of examination by the FMA under applicable Austrian law. The FMA examines the prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the Capital Markets Act.

Joint Lead Managers

Berenberg Erste Group The date of this prospectus is September 17, 2013

(ii)

This document comprises a prospectus (the “Prospectus”) dated September 17, 2013 for the purposes of the offer of the Offer Shares to the public in Austria and the listing of the New Shares on the Official Market of the Vienna Stock Exchange. This Prospectus has been prepared in accordance with Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, the Capital Markets Act, and the Austrian Stock Exchange Act (Börsegesetz) (the “Stock Exchange Act”). This Prospectus has been approved by the FMA. This Prospectus will be filed as a listing prospectus (Börseprospekt) with the Vienna Stock Exchange in accordance with the Stock Exchange Act in connection with the listing application for the New Shares on the Official Market of the Vienna Stock Exchange, and will be deposited with the notification office (Meldestelle) at OeKB in accordance with the Capital Markets Act.

No person is or has been authorized to give any information or to make any representation in connection with the offer or sale of the New Shares, other than as contained in this Prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by the Company or the Joint Lead Managers. The delivery of this Prospectus at any time after the date hereof shall not, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date hereof or that the information set out in this Prospectus is correct as at any time since its date. The Joint Lead Managers make no representation or warranty, express or implied, as to the accuracy or completeness of the information in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Joint Lead Managers.

Every significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Offer Shares and which arises or is noted between the approval of the Prospectus by the FMA and the later of the completion of the Offering and the start of trading on the Vienna Stock Exchange of the New Shares allocated in the Rights Offering and the Global Offering (expected to be on or about October 9, 2013), will be published in a supplement to the Prospectus in accordance with section 6 of the Capital Markets Act. Such supplement must be published in the same manner as this Prospectus and be approved by the FMA.

This Prospectus has been prepared for the purpose of evaluating the subscription or purchase of the Offer Shares, as the case may be, and, in relation to the New Shares, to comply with the listing requirements of the Vienna Stock Exchange. In making an investment decision, investors must rely on their own examination of the Company and the Group, and the terms of the Offering, including, without limitation, the merits and risks involved. The Offering is being made solely on the basis of this Prospectus.

The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about, and to observe, any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offer Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful.

In connection with the Offering, Erste Group as stabilization manager on behalf of the Joint Lead Managers may effect transactions to stabilize the market price of the Shares upon publication of the Subscription and Offer Price (expected to be on or about September 18, 2013). Stabilization may result in an exchange or market price of the Shares that is higher than might otherwise prevail and the exchange or market price may reach a level that cannot be maintained on a permanent basis. There is no obligation on the part of the Joint Lead Managers to effect any stabilizing transactions, and any stabilizing, if commenced, may be discontinued at any time, and must be brought to an end 30 days after the date of commencement of trading of the New Shares allocated in the Rights Offering and the Global Offering, respectively, on the Vienna Stock Exchange. See “The Offering—Stabilization”.

The Subscription Rights and the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Rights Offering and the Global Offering are

(iii)

being made solely outside the United States in reliance on Regulation S under the U.S. Securities Act.

WARNING TO INVESTORS IN HONG KONG

THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. INVESTORS ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF AN INVESTOR IS IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS, SUCH INVESTOR SHOULD OBTAIN INDEPEN-DENT PROFESSIONAL ADVICE.

Each of the Joint Lead Managers has represented and agreed that:

i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any securities other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

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TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS .............................................................................................2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION.................................................3 SUMMARY...........................................................................................................................................6 RISK FACTORS..................................................................................................................................21 THE OFFERING .................................................................................................................................42 USE OF PROCEEDS...........................................................................................................................48 DIVIDEND POLICY...........................................................................................................................49 CAPITALIZATION AND INDEBTEDNESS ....................................................................................50 DILUTION...........................................................................................................................................51 SELECTED CONSOLIDATED FINANCIAL DATA .......................................................................52 OPERATING AND FINANCIAL REVIEW ......................................................................................57 MARKET OVERVIEW ......................................................................................................................85 BUSINESS...........................................................................................................................................89 MANAGEMENT AND CORPORATE GOVERNANCE ................................................................106 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ...................................121 DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND THE ARTICLES OF ASSOCIATION.................................................................................................................................123 GENERAL INFORMATION ABOUT THE COMPANY................................................................130 REGULATION OF AUSTRIAN SECURITIES MARKETS ...........................................................133 TAXATION.......................................................................................................................................137 UNDERWRITING.............................................................................................................................141 MARKET INFORMATION..............................................................................................................143 SELLING AND TRANSFER RESTRICTIONS, USE OF PROSPECTUS .....................................146 GLOSSARY OF TECHNICAL TERMS...........................................................................................150 STATEMENT PURSUANT TO COMMISSION REGULATION (EC) NO 809/2004 OF 29 APRIL 2004 AND PURSUANT TO SECTION 8 PARA 1 CAPITAL MARKETS ACT.............. D-1 GERMAN TRANSLATION OF THE SUMMARY........................................................................ G-1

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FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements relating to the Group’s business, financial condition, results of operations and strategies, and the industry in which it operates. Forward-looking statements concern future circumstances and results and include other statements that are not historical facts, sometimes identified by the words “may”, “might”, “will”, “should”, “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, “seeks”, “pursues”, “continues”, “goal” and similar expressions or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, goals, future events, forecasts or intentions. Such statements reflect the current views of the management of AT & S (“Management”) with respect to future events and are subject to risks and uncertainties. In this Prospectus, forward-looking statements include, inter alia, statements relating to:

• the Group’s implementation of its strategic initiatives;

• the development of aspects of the Group’s results of operations;

• the Group’s competitive position;

• certain financial targets Management has set for the Group;

• Management’s expectations relating to the impact of risks that affect the Group’s business, including those set forth below under “Risk Factors”;

• future developments in the Group’s industry (including demand and prices);

• the Group’s future business development, financial condition and economic performance; and

• general economic trends and developments.

Management bases these forward-looking statements on its current plans, estimates, projections and expectations. These statements are based on certain assumptions that, although reasonable at this time, may prove to be erroneous. Investors should not place undue reliance on these forward-looking statements. Should the assumptions which are the basis for the forward-looking statements materially change between the approval of the Prospectus by the FMA and the completion of the Offering a supplement to this Prospectus in accordance with section 6 of the Capital Markets Act will be published. Other than as required by section 6 of the Capital Markets Act, the Company does not intend, and does not assume any obligation, to update any forward-looking statements set forth in this Prospectus.

Many factors could cause the Group’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include, inter alia,

• changes in general economic or business conditions;

• levels of demand, supply and pricing;

• changes or volatility in currency exchange rates or interest rates;

• changes in raw material and supplied products as well as inability to pass price increases on to customers;

• changes in governmental policy, laws or regulations or political or social conditions;

• changes in international trade or international trade regulations;

• protectionist measures imposed by the People’s Republic of China (“China”) and other countries;

• changes in the competitive environment;

• growth of the semiconductor and/or printed circuit board industry and other customer industries and their reliance on interconnection solutions in electronics;

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• the Group’s ability to successfully penetrate markets;

• the success of the Group’s recent investments;

• electricity or water supply shortages and government responses to them;

• natural disasters or other environmental impacts;

• other factors that are discussed in more detail under “Risk Factors” below; and

• factors that are not known to the Group’s management at this time.

Should one or more of these factors or uncertainties materialize, or should the assumptions underlying the forward looking statements included in this Prospectus prove incorrect, events described in this Prospectus might not occur or actual results may deviate materially from those described in this Prospectus as anticipated, believed, estimated or expected, and the Group may not be able to achieve its financial targets and strategic objectives. Other than as required by section 6 of the Capital Markets Act, the Company does not intend, and does not assume any obligation, to update the forward-looking statements set forth in this Prospectus.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Incorporation by reference

The audited consolidated financial statements of the Company as of and for the financial years ended March 31, 2013, 2012 and 2011, in the English language (including the notes thereto, the “Audited Annual Consolidated Financial Statements”) as well as the unaudited consolidated financial statements of the Company as of and for the three months ended June 30, 2013, including comparable figures for 2012, in the English language (including the notes thereto, the “Unaudited Interim Consolidated Financial Statements”, and together with the Audited Annual Consolidated Financial Statements, the “Consolidated Financial Statements”) are incorporated by reference into this Prospectus and are defined herein as the “Documents Incorporated by Reference”. English translations of the auditors’ reports (Bestätigungsvermerke) issued in compliance with Austrian law are included as part of the Audited Annual Consolidated Financial Statements.

The Documents Incorporated by Reference will be available at the Company’s registered office during normal business hours for 12 months from the date of approval of this Prospectus, see “Documents Available for Inspection”. The Consolidated Financial Statements may also be inspected on the following special website of the Company: http://www.ats.net/ats-login

• Interim Condensed Consolidated Financial Statements First Quarter 2013/2014 (IFRS): the unaudited interim consolidated financial statements as of and for the three months ended June 30, 2013: AT & S Consolidated Statement of Financial Position for the first quarter 2013/2014, page 11; AT & S Consolidated Statement of Profit or Loss for the first quarter 2013/2014, page 10; AT & S Consolidated Statement of Comprehensive Income for the first quarter 2013/2014, page 10; AT & S Consolidated Statement of Changes in Equity for the first quarter 2013/2014, page 13; AT & S Consolidated Statement of Cash Flows for the first quarter 2013/2014, page 12; AT & S Notes to the Unaudited Interim Consolidated Financial Statements, pages 15-16;

• Consolidated Financial Statements 2012/2013 (IFRS): the audited annual consolidated financial statements as of and for the financial year ended March 31, 2013: AT & S Consolidated Balance Sheet 2012/2013, page 51; AT & S Consolidated Income Statement 2012/2013, page 50; AT & S Consolidated Statement of Comprehensive Income 2012/2013, page 50; AT & S Consolidated Statement of Changes in Equity 2012/2013, page 53; AT & S Consolidated Cash Flow Statement 2012/2013, page 52; AT & S Notes to the Consolidated Financial Statements 2012/2013, pages 54-98; Independent Auditor’s Report, page 107;

• Consolidated Financial Statements 2011/2012 (IFRS): the audited annual consolidated financial statements as of and for the financial year ended March 31, 2012: AT & S Consolidated Balance

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Sheet 2011/2012, page 67; AT & S Consolidated Income Statement 2011/2012, page 66; AT & S Consolidated Statement of Comprehensive Income 2011/2012, page 66; AT & S Consolidated Statement of Changes in Equity 2011/2012, page 69; AT & S Consolidated Cash Flow Statement 2011/2012, page 68; AT & S Notes to the Consolidated Financial Statements 2011/2012, pages 70-113; Independent Auditor’s Report, page 123;

• Consolidated Financial Statements 2010/2011 (IFRS): the audited annual consolidated financial statements as of and for the financial year ended March 31, 2011: AT & S Consolidated Balance Sheet 2010/2011, page 57; AT & S Consolidated Income Statement 2010/2011, page 58; AT & S Consolidated Statement of Comprehensive Income 2010/2011, page 58; AT & S Consolidated Statement of Changes in Equity 2010/2011, page 59; AT & S Consolidated Cash Flow Statement 2010/2011, page 58; AT & S Notes to the Consolidated Financial Statements 2010/2011, pages 60-106; Independent Auditor’s Report, page 116.

The Company has prepared the Consolidated Financial Statements in accordance with IFRS. The Audited Annual Consolidated Financial Statements were audited by PwC Wirtschaftsprüfung GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Erdbergstraße 200, 1030 Vienna, Austria. As required by Austrian law, the Company also prepares unconsolidated financial statements in accordance with the generally accepted accounting principles in Austria (“Austrian GAAP”). Such unconsolidated financial statements of the Company do not form part of the Documents Incorporated by Reference.

Rounding adjustments

As is customary in accounting, some numerical figures (including percentages) in this Prospectus have been commercially rounded for the ease of presentation. As a result, figures shown as totals in some tables may not be the exact arithmetic aggregation of the rounded figures that precede them. Percentages cited in the text, however, were calculated using the actual values rather than the rounded values. Accordingly, in certain cases it is possible that the percentages in the text differ from percentages based on the rounded values.

Market and industry data

This Prospectus includes information regarding market share, market position, growth rates and industry data for the Group’s business, which consists of estimates based on data and reports compiled by third parties and on Management’s knowledge of its sales and markets. Such third party sources include:

• BPA Consulting Ltd. (“BPA”), PCB & Laminate industry 5-year sectoral forecast 2011 – 2016 (December 2012) and Target research prepared for the Company, Report Nr. 979 (May 2012);

• Citi Group Research Citi, Taiwan PCB and Substrate Sector (November 2010);

• HSBC Research. HSBC, Telecoms, Media & Technology Electronic Equipment (March 2011);

• International Data Corporation: IDC Worldwide Mobile Phone Tracker (July 2013 and January 2013) and IDC Worldwide Tablet Tracker (August 2013);

• Japan Marketing Survey Co., Ltd.: IC Substrate Annual Report 2012, “The first Half of 2012”;

• N.T. Information Ltd.: NTI Quarterly Q2, 2013 (NTI-100/2012) and research prepared for AT & S in the third quarter, 2012;

• Prismark Partners LLC (“Prismark”), The Printed Circuit Reports: Second Quarter August 2013, First Quarter May 2013, Fourth Quarter February 2013, First Quarter February 2012, First Quarter February 2011;

• Prismark: Research prepared for AT & S Asia Pacific Ltd. (June, 2012), and Target research prepared for the Company, Report Nr. 4518 (May 2012);

• the Vienna Stock Exchange;

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• FMA: 2012 Annual Report of the Financial Market Authority;

• WHO, Fact sheet N°193 (June 2011), Electromagnetic fields and public health: mobile phones); and

• Zentralverband Elektrotechnik- und Elektronikindustrie e.V.: Jahresstatistik Leiterplatten Europa 2012 (April 2013).

In many cases there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, requiring the Company to rely on internally developed estimates. Management believes that such data are useful in helping investors understand the industry in which the Group operates and the Group’s position within the industry.

The Company confirms that the information provided by third parties has been accurately reproduced. So far as the Company is aware and has been able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. However, neither the Company nor the Joint Lead Managers have independently verified such data. Therefore, neither the Company nor the Joint Lead Managers assume any responsibility for the correctness of any market share, market position, growth rates, industry or other data included in this Prospectus. In addition, while Management believes its internal research to be accurate, such research has not been verified by any independent sources. The source of third-party information is cited whenever such information is used in this Prospectus. Neither the Company nor the Joint Lead Managers intend, nor assume any obligation, to update this market and industry data, except as required by section 6 of the Capital Markets Act.

Documents available for inspection

Copies of the following documents will be available at the Company’s registered office at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria (Tel: +43(0)3842200-0), during normal business hours for 12 months from the date of approval of this Prospectus:

• the articles of association of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft; and

• the Consolidated Financial Statements, as well as annual reports and interim financial statements published previously.

These documents and any other information available for inspection do not form a part of this Prospectus nor are they incorporated by reference in this Prospectus, unless explicitly otherwise stated in this Prospectus.

Copies of this Prospectus which will be published in Austria according to section 10 para 3 no 3 of the Capital markets Act by making printed copies available at the Company’s registered office at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria. The Prospectus will be available free of charge during normal business hours from the date of approval of this Prospectus until the end of the Subscription and Offer Period at the Company’s registered office at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria.

In addition, the following documents may be inspected at the Company’s registered office at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria and on the website http://www.ats.net/ats-login:

• the articles of association of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft; and

• this Prospectus.

The information displayed on the website does not form part of this Prospectus nor is it incorporated by reference in this Prospectus, unless explicitly otherwise stated in this Prospectus.

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SUMMARY

Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”.

Section A – Introduction and warnings A.1 Warnings ............................... The following summary must be read as an introduction to this

Prospectus.

Any decision to invest in the Shares should be based on a consideration of this Prospectus as a whole by the investor.

Where a claim relating to the information contained in this Prospectus is brought before a court, a plaintiff investor might, under the national legislation of the relevant member state of the European Economic Area, have to bear the costs of translating this Prospectus before legal proceedings are initiated.

Civil liability attaches to those persons who have tabled this summary, including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other sections of this Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Shares.

A.2 Consent by the Company to the use of the Prospectus by financial intermediaries .........

The Company gives its express consent to the use of the Prospectus for a subsequent resale or final placement of shares in Austria by financial intermediaries which are credit institutions licensed in accordance with Art 4 number 1 of Directive 2006/48/EC of the European Parliament and of the Council of June 14, 2006, as amended to trade securities between the banking day following the approval and publication of the Prospectus and October 25, 2013. Financial intermediaries can make a subsequent resale or final placement of Offer Shares during this period. The Company accepts responsibility for the content of the Prospectus also with respect to a subsequent resale or final placement of Offer Shares by any financial intermediary which was given consent to use the Prospectus; any liability of the Company beyond that is excluded. No other conditions are attached to the consent which are relevant for the use of the Prospectus.

The Company may revoke or limit its consent at any time, whereby such revocation or limitation requires a supplement to

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the Prospectus.

Any financial intermediary using the Prospectus has to state on its website that it uses the Prospectus in accordance with the consent and the conditions attached thereto.

In the event of an offer being made by a Financial Inter-mediary, this Financial Intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made.

Section B – AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

B.1 Legal and commercial name.. The legal name of the Company is AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, its commercial name is AT & S.

B.2 Domicile, legal form, legislation, country of incorporation .........................

Leoben-Hinterberg, joint stock corporation (Aktiengesellschaft), Austrian law, Austria.

B.3 Current operations and principal business activities and principal markets in which the issuer competes.....

AT & S is currently the largest Europe-headquartered printed circuit board manufacturer based on revenue (source: ZVEI Jahresstatistik Leiterplatten Europa 2012; April 2013) and, according to Management estimates, one of the largest manufacturers in India and one of the market leaders in high-end printed circuit board (“PCB”) technology. PCBs serve as the “electronic backbone” of almost all electronic equipment. Depending on technological and economic requirements, AT & S offers a wide range of PCBs specially tailored to customers’ needs: This includes single-sided, double-sided plated-through, multi-layer, high density interconnection (“HDI”), laser-drilled, insulated metallic substrate, flexible, rigid-flex and semi-flexible PCBs. AT & S is particularly specialized in the production of PCBs in the high-end HDI segment with its largest production plant for such PCBs in China.

As of the date of this Prospectus, AT & S has six production plants, each specializing in different technologies: Leoben-Hinterberg, Fehring and Klagenfurt in Austria, Ansan in South Korea, Nanjangud in India and Shanghai in China. The Group intends to close the production plant in Klagenfurt by the end of 2013 due to the decreasing demand for single-sided PCBs.

The Austrian production plants are geared to the European market and also, increasingly, to the North American market. Short production times, special applications and a greater emphasis on suppliers’ closeness to customers are typical for the European market. The production plants in Austria, India and South Korea usually concentrate on small and medium-sized batches for industrial and automotive customers, while in China the focus is on large volumes for mobile communications customers. Due to research and development efforts, the production plants located in

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Shanghai and Leoben-Hinterberg are important innovation centers within the Group.

B.4a Most significant recent industry trends affecting the issuer and the industries in which it operates ...................

The PCB market is a cyclical market characterized by long-term cycles. As a result of the economic contraction, industry analysts have reported a decline of the global PCB market of approximately 15% in 2009 (compared to 2008) to a total value of USD 41.2 billion in 2009. In 2010, the total value of the global PCB market was USD 52.5 billion, an increase of 27.3% compared to 2009. In 2011, the total value of the global PCB market amounted to USD 55.4 billion, an increase of 5.5%. In 2012 the global PCB market had a total value of USD 55.0 billion comprising all different types of PCB production (source: Prismark Partners LLC (“Prismark”): The Printed Circuit Report – Fourth Quarter, February 2013). Supported by independent market researchers, Management believes that the PCB industry can expect a moderate growth over the coming years (see, in particular, Prismark, which forecasts a compound annual growth rate (“CAGR”) of 3.8% over the next five years; source: Prismark: The Printed Circuit Report – Second Quarter, August 2013).

As announced by the issuer (the “Issuer”) in January, 2013, the Group decided to enter into a further business segment and to expand its portfolio with the production of integrated circuit (“IC”) substrates. The Group has decided to use its production plant located in Chongqing, China, for the production of IC substrates and is currently in the process of installing the required facilities and equipment in this production plant. The Group foresees investments of around EUR 350 million over the next three years with a significant emphasis in the current and next financial year which excludes development and start-up costs, in particular personnel expenditures and costs of materials, which Management expects to range between 20% and 25% of the total investment amount. AT & S expects sales in this segment from the calendar year 2016 onwards. AT & S is in the process of building up the necessary know-how in this area in part based on agreements entered into with Intel Corporation (“Intel”) in January 2013.

In February 2013, the Chinese National Development Reform Committee (“NDRC”) issued a decree according to which a special process for gold-coating with cyanide, which is well-established in the production process of the Group in China, will be forbidden as of January 1, 2015. The NDRC has suggested using an alternative process of a Chinese monopolist. Alternatively, the Group could develop new processes based on other chemicals, which, however, are not yet available and could lead to significant increases in production costs.

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B.5 Description of the group and the issuer’s position within the group ....................

The Company is the holding company of the Group. The Group consists of the Company and its subsidiaries, all of which are consolidated. The Company considers the following companies to be its significant subsidiaries:

• AT & S Asia Pacific Ltd.

• AT & S (China) Company Ltd.

• AT & S (Chongqing) Company Ltd.

B.6 Persons who, directly and indirectly, have a notifiable interest in the issuer’s capital or voting rights...........

Different voting rights...........

Direct and indirect ownership of or control over the issuer and nature of such control ...........................

Prior to the Offering, Androsch Privatstiftung holds 21.51% of the shares in the Company, Dörflinger-Privatstiftung 17.74% and the Company itself 9.95% (treasury shares). 50.80% are free float.

Not applicable. There are no different voting rights.

The principal shareholders of the Company, Androsch Privat-stiftung and Dörflinger-Privatstiftung (together the “Principal Shareholders”), may be able to significantly influence matters requiring shareholder approval.

B.7 Selected historical key financial information regarding the issuer, presented for each financial year of the period covered by the historical financial information............................

The financial data below relating to the financial years ended March 31, 2013, 2012 and 2011 have been derived from the audited annual consolidated financial statements of the Company as of and for the financial years ended March 31, 2013, 2012 and 2011, in the English language (including the notes thereto, the “Audited Annual Consolidated Financial Statements”) and the financial data below relating to the three months ended June 30, 2013 and 2012 have been derived from the unaudited interim consolidated financial statements of the Company as of and for the three months ended June 30, 2013, in the English language (including the notes thereto, the “Unaudited Interim Consolidated Financial Statements”, and together with the Audited Annual Consolidated Financial Statements, the “Consolidated Financial Statements”).

Any information in the following tables labeled as “audited” has been derived from the Audited Annual Consolidated Financial Statements. Any information in the following tables labeled as “unaudited” has not been derived from the Audited Annual Consolidated Financial Statements.

The following figures were subject to rounding adjustments that

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were carried out according to established commercial standards. As a result, the figures stated in a table may not exactly add up to the total values that may also be stated in that table.

Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011 (in EUR million) (unaudited) (audited) Consolidated Statement of Profit or Loss Revenue................................................................................ 142.5 126.0 541.7 514.2 487.9Cost of sales ......................................................................... (115.8) (110.6) (464.8) (430.7) (398.2)Gross profit......................................................................... 26.8 15.4 76.9 83.5 89.8Distribution costs ................................................................. (7.4) (6.8) (28.2) (25.6) (24.9)General and administrative costs ........................................ (5.2) (4.7) (19.1) (21.6) (22.0)Other operating result .......................................................... (0.8) (0.2) 1.3 5.9 6.3Non-recurring items............................................................. (3.0) - - - (2.7)Operating result ................................................................. 10.4 3.7 30.9 42.1 46.5Finance income.................................................................... 0.0 0.2 0.5 2.7 6.3Finance costs........................................................................ (3.4) (3.9) (15.4) (12.6) (9.5)Finance costs - net.............................................................. (3.3) (3.7) (14.8) (9.9) (3.2)Profit before tax ................................................................. 7.1 0.0 16.1 32.3 43.3Income taxes ........................................................................ (0.5) 0.5 (2.0) (5.7) (8.3)Profit for the period........................................................... 6.6 0.5 14.1 26.5 35.0 thereof owners of the parent company ................................ 6.6 0.5 14.1 26.6 35.2thereof non-controlling interests.......................................... 0.0 (0.0) 0.0 (0.0) (0.1) Consolidated Statement of Cash Flows Net cash generated from operating activities ...................... 27.5 6.1 71.7 87.2 70.7Net cash used in investing activities.................................... (11.0) (9.2) (40.5) (113.6) (116.7)Net cash generated from financing activities ...................... 2.0 47.2 17.9 50.9 40.0Net increase (decrease) in cash and cash equivalents ......... 18.5 44.1 49.1 24.5 (9.0)Cash and cash equivalents at end of the period................... 98.4 74.8 80.2 29.7 4.2

As of June 30, As of March 31, 2013 2013 2012 2011 (in EUR million) (unaudited) (audited) Consolidated Statement of Financial Position Data Non-current assets .......................................................................................... 463.6 471.3 483.1 403.6Current assets .................................................................................................. 279.1 255.9 211.5 171.7Total assets...................................................................................................... 742.7 727.2 694.7 575.3Equity.............................................................................................................. 306.7 312.5 283.1 229.8Non-current liabilities..................................................................................... 211.6 204.6 223.4 126.1Current liabilities ............................................................................................ 224.4 210.1 188.2 219.4Total liabilities ................................................................................................ 436.0 414.7 411.5 345.5Total equity and liabilities .............................................................................. 742.7 727.2 694.7 575.3

Three months ended June 30, Financial year ended

March 31, 2013 2012 2013 2012 2011 (in EUR million, unless stated otherwise) (unaudited) (audited, except as otherwise noted) Other Financial Data EBIT (corresponds to operating result) ............................... 10.4 3.7 30.9 42.1 46.5EBIT margin (unaudited)(1).................................................. 7.3% 2.9% 5.7% 8.2% 9.5%EBITDA (unaudited)(2) ........................................................ 28.1 21.0 101.9 103.4 96.0EBITDA margin (unaudited)(3)............................................ 19.7% 16.7% 18.8% 20.1% 19.7%Capital expenditure.............................................................. 10.9 9.3 40.5 113.1 115.2Earnings per share (unaudited, in EUR)(4)........................... 0.28 0.02 0.60 1.14 1.51ROE (unaudited)(5) ............................................................... 11.6% 0.7% 4.7% 10.3% 16.0%ROCE (unaudited)(6) ............................................................ 9.5% 3.1% 5.5% 7.7% 9.8%ROS (unaudited)(7) ............................................................... 4.6% 0.4% 2.6% 5.2% 7.2%

As of June

30, As of March 31,

2013 2013 2012 2011 (unaudited, in EUR million, unless stated otherwise) Net debt(8) ........................................................................................................ 199.3 217.4 242.5 193.7Net gearing(9)................................................................................................... 65.0% 69.6% 85.7% 84.3%Equity ratio(10) ................................................................................................. 41.3% 43.0% 40.8% 39.9%

(1) Calculated as operating result as a percentage of revenue.

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(2) Calculated as operating result before depreciation and amortization. (3) Calculated as EBITDA as a percentage of revenue. (4) Calculated as profit for the year attributable to owners of the parent Company divided by number of shares

outstanding. (5) Calculated as profit for the year attributable to owners of the parent Company divided by average equity

attributable to owners of the parent Company. (6) Calculated as EBIT less income taxes divided by the sum of net debt and equity attributable to owners of the

parent Company. (7) Calculated as profit for the year as a percentage of revenue. (8) Calculated as financial liabilities less cash and cash equivalents and financial assets. (9) Calculated as net debt divided by equity. (10) Calculated as equity divided by total assets.

(Source: Consolidated Financial Statements and internal data.)

Material adverse change........ Not applicable. There has been no material adverse change in the Group’s financial and trading position since March 31, 2013.

B.8 Selected key pro forma financial information .............

Not applicable. Pro forma financials are not required.

B.9 Profit forecast or estimate ..... Not applicable. No profit forecasts or estimates are made.

B.10 Nature of any qualifications in the audit opinions on the historical financial information ............................

Not applicable. There are no qualifications.

B.11 Insufficiency of the issuer’s working capital for its present requirements .............

Not applicable. The working capital of the Issuer is sufficient.

Section C – Securities C.1 Type and class of the

securities being offered and/or admitted to trading, security identification number...................................

No-par value bearer shares (Inhaberstückaktien).

The ISIN for Existing Shares and the New Shares (each as defined below) is AT0000969985, the ISIN for the subscription rights (the “Subscription Rights”) granted to existing shareholders of the Issuer (the “Existing Shareholders”) is AT0000A120R2.

C.2 Currency of the securities issue.......................................

Euro.

C.3 Number of shares issued and fully paid and issued but not fully paid, par value per share ................................

The nominal share capital prior to the issue of the new shares consists of 25,900,000 no-par value bearer shares which are fully paid up and which have a calculated notional amount of EUR 1.10 per share (the “Existing Shares”).

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C.4 Rights attached to the securities................................

The shares which are the subject of this Offering (the “Offer Shares”) carry full dividend rights from and including the financial year ended March 31, 2014. Each Share entitles its holder to one vote at the Company’s general meeting and to other rights of shareholders according to the Austrian Stock Corporation Act (e.g. right to information in the general meeting, right to objection and challenge of resolutions of the general meeting etc.). Moreover, shareholders are entitled to statutory subscription rights. There are no restrictions on voting rights.

C.5 Restrictions on free transferability of the securities................................

Not applicable. There are no restrictions on the free transferability of the Shares (as defined below) and the Subscription Rights.

C.6 Application for admission to trading, regulated market, identity of regulated markets where securities are to be traded............................

Application will be made to list the up to 12,950,000 new shares of the Company, which are part of the Offering (the “New Shares”, and together with the Existing Shares, the “Shares”), on the Official Market of the Vienna Stock Exchange, where the Existing Shares are already admitted to trading.

C.7 Dividend policy ..................... Due to significant investments planned by the Company, the Management Board intends to re-invest significant amounts of profit and to consequently maintain during such phase of significant investments a moderate dividend payout policy.

Section D – Risks D.1 Key risks that are specific

to the issuer or its industry .... Risks relating to the Group’s business and its industry

• The Group’s current strategy in relation to entering the IC substrates market depends to a large extent on the Group’s ability to execute such entry and the Group maintaining an ongoing relationship with Intel. The Group’s attempt to enter the IC substrates market may only partly or not at all be commercially viable.

• The prohibition of special processes or materials required for the Group’s production, such as the ban on gold-coating in China, may lead to a significant increase in production costs.

• The Group’s operational and financial flexibility is limited, due to restrictive clauses in certain financing instruments and the Group’s existing indebtedness.

• The Group depends on a small number of key customers. The loss of or reduced business with any of these key customers could have a materially negative influence on the Group, in particular due to the large portion of the Group’s fixed costs.

• The Group develops products in accordance with

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specifications of and in some cases even on the basis of intellectual property rights held by customers, but does not obtain long-term volume purchase commitments from its customers. Therefore, cancellations, reductions in production quantities and delays in production by such customers could adversely affect the Group’s business. Furthermore, the Group’s larger customers are increasingly requesting the Group to enter into supply agreements with them that have restrictive terms and conditions, require the Group to pay significant fees for various rights or services provided by customers or require under certain circumstances the disclosure of information to third parties.

• If the Group cannot safeguard confidential information it has received from its customers, such as information as to future product launches, or if property of its customers that it has received is damaged or stolen, the Group could be subject to substantial contractual penalties and ultimately lose the relevant customer.

• The Group is exposed to the credit risk of its customers and suppliers. In particular, the Group may suffer losses as a result of payment delays and defaults of its contractual counterparties.

• The Group could be affected by consolidation among its customers.

• The major part of the Group’s operations is located in Asia, in particular China, which exposes the Group to political, legal, tax and business risks, such as legal uncertainty, government interference, trade restrictions and political unrest, as well as risks relating to potential shortages of utilities or material labor cost increases.

• The Group faces risks in connection with its growth strategy to expand its HDI business to other markets.

• The Group depends on the general economic development. Economic cycles and fluctuations in product demand in the mobile devices industry, in particular the smartphone segment, the automotive sector and the industry in general could affect the Group.

• The market for PCBs and IC substrates may fail to develop as predicted by market reports.

• Uncertainty regarding the status of the global financial and economic crises, the global credit market and overall global economic stagnation may adversely affect the Group.

• The Group may be unable to provide its customers with high-end technology, adequate quality products, and responsive service, or may be unable to deliver its products to its customers in a timely manner. The Group may also fail to attract sufficient and appropriate staff for its high-quality

14

production.

• Due to the long product cycles in the automotive and the medical and healthcare segment, a failure to meet customers’ strict quality standards could seriously harm the Group’s long-term business in these markets.

• The Group’s or its customers’ products could be exposed to significant product failures or safety concerns.

• The Group’s products and their terms of sale are subject to various pressures from the Group’s customers, competitors and market forces.

• The Group may not be able to pass on increased costs of raw materials.

• The Group may not be able to pass on increased costs of energy and fuel oil.

• The Group is exposed to intense competition and could suffer losses in sales, market share or margins, in particular if the Group is unable to maintain its current competitive position in its markets using high-technology manufacturing services. Improved quality in Asia and other non-Austrian countries where production costs are lower could lead to the Group’s, in particular, Austrian operations becoming less competitive.

• The Group must make significant investments to develop and adopt new technology and manufacture new products and product features in order to remain competitive, and it may not be able to do so successfully. Unrecognized or erroneously anticipated technology developments, shifts in demand for the Group’s products, or drops in prices may adversely affect the Group’s earnings.

• Failure to manage the Group’s technological and product development could strain its operations management, financial and administrative resources.

• The Group has acquired land use rights for its Chinese production plants from the Chinese government. The Austrian production plants are leased. If the Group is not able to maintain Chinese land use rights or leases of certain of its production plants, or if such land use rights or leases are terminated, the Group’s operations could be interrupted.

• The Group’s production plants could be exposed to fire, natural disaster, acts of war, terrorist attacks or other events.

• The Group’s business may suffer if any of its key senior executives discontinues employment with the Group or if the Group is unable to recruit and retain highly skilled engineering and sales staff.

• The Group’s manufacturing processes depend on the

15

collective industry experience of its employees.

• Due to human error and system failures or external events, the Group may experience losses of assets and operational disruptions.

• Employee theft or fraud could result in loss.

• The Group depends on undisrupted and access-protected operation of its computer and IT systems and proper, complete and up-to-date financial reporting.

• The Group may experience integration or other problems with potential acquisitions.

• The Group depends on certain key suppliers.

• The Group may need additional capital in the future to fund investments in its operations, refinance its indebtedness and to maintain and develop its business, and such additional capital may not be available on acceptable terms or at all. In addition, the Group is subject to interest rate risks.

• The Group is subject to foreign exchange risks.

• The Group’s business requires substantial capital investment, thus exposing the Group to general investment risks.

Legal and regulatory risks

• Technical faults and defects in quality as well as difficulties in supplying products may subject the Group to warranty and damages claims, contractual penalties and lead to recalls and a loss of customer base.

• The Group’s products, in particular in the automotive, aviation, medical and the healthcare segments, may subject the Group to extensive product liability actions.

• The Group may infringe patents and other intellectual property rights. The Group may also be subject to litigation regarding intellectual property associated with the Group’s business and this could be costly to defend and could prevent the Group from using or selling the challenged technology.

• If the Group fails to secure or protect its intellectual property rights, competitors may be able to use its technologies, which could weaken its competitive position and harm the Group’s business.

• The Group is subject to legal and tax risk, including the risk of legal disputes.

• Environmental regulation, regulatory requirements and liability for environmental damage could entail substantial costs.

16

• The Group’s internal controlling and compliance processes may not be adequate to prevent or identify violations of law.

• The Group may not have sufficient insurance coverage for certain of the risks and liabilities it assumes in connection with the products and services it provides to customers, which could leave the Group responsible for certain costs and damages incurred by customers.

D.3 Key risks that are specific to the securities...................... • The Issuer’s Principal Shareholders could exercise substantial

influence on the Issuer and their interests could run counter to the interests of other shareholders.

• If the underwriting agreement is terminated prior to registration of the two tranches of the capital increase in the companies’ register, the Offer Shares will not or not fully be delivered and investors who conducted short sales will not be able to meet their obligations.

• The trading volume of the Existing Shares has been low in the past and no assurance can be given that there will be a liquid market for the Shares after the Offering.

• The market price of the Shares is volatile and could be adversely affected by future sales of the Shares in the public market.

• Shareholders are exposed to the risk of a failure of the Issuer to make dividend payments.

• Shareholders’ interests in the Issuer may be diluted if the Issuer issues additional shares in the future.

• The price at which investors will be able to subscribe for or acquire Offer Shares may be higher than the price at which they could have purchased Shares in the market.

• Rights of shareholders in an Austrian corporation may differ from rights of shareholders in a corporation organized under the laws of another jurisdiction.

• Unexercised Subscription Rights will lapse without compensation and the interests of shareholders who elect not to participate in the Offering will be diluted. Investors purchasing Subscription Rights will lose the purchase price for such Subscription Rights in case of a termination of the Rights Offering. International investors may suffer dilution if they are unable to participate in the Offering or future capital increases.

• Fluctuation in exchange rates may influence the value of the Shares and dividends for investors outside the Eurozone.

• In the event of the Company's insolvency, its shareholders

17

could suffer a total loss in the value of their Shares.

• A suspension of trading in the Shares on the Vienna Stock Exchange could adversely affect the share price.

Section E – Offer E.1 Total net proceeds and

estimate of total expenses of the offer, including estimated expenses charged to investors by the issuer or the offeror..............................

Based on the closing price of the Shares on September 16, 2013 of EUR 7.99 and assuming that the maximum number of 15,527,412 Offer Shares are sold in the Offering, the gross proceeds from the sale of 15,527,412 Offer Shares would amout to approximately EUR 124.1 million. The Company estimates that its total costs (including commissions payable to the Joint Lead Managers and other offering related expenses incurred by the Company) will amount to approximately EUR 5.7 million and, therefore, the net proceeds would amount to approximately EUR 118.4 million.

Neither the Company nor the Joint Lead Managers will charge expenses to investors; customary bank fees might be charged by the investors’ account-keeping financial institutions.

E.2a Reasons for the offer, use of proceeds, estimated net amount of the proceeds .........

The Company intends to make the Offering and use the net proceeds (which based on the closing price of the Shares on September 16, 2013 of EUR 7.99 would amount to approximately EUR 118.4 million if all Offer Shares are sold) to finance its planned expansion, i.e. to expand its business to include the production of IC substrates, to reinforce the Group’s financial flexibility and for general corporate purposes.

E.3 Description of the terms and conditions of the offer ....

The Offering comprises up to 15,527,412 Offer Shares, consisting of up to 12,950,000 New Shares and up to 2,577,412 treasury shares (the “Offered Treasury Shares”). All Offer Shares are ordinary no-par value bearer shares, each share representing a calculated notional amount of EUR 1.10 of the nominal share capital and carrying voting rights and full dividend right from, and including, the financial year ended March 31, 2014.

Offering ................................. The offer consists of a pre-placement (as defined below), a rights offering of the Offer Shares to the Existing Shareholders (the “Rights Offering”) and a global offering of those Offer Shares for which Subscription Rights are not exercised and which were not placed in the Pre-placement (as defined below) (the “Global Offering”, and together with the Rights Offering and the pre-placement (as defined below), the “Offering”). The subscription ratio is for every 3 Existing Shares held 2 Offer Shares. The Global Offering comprises: (i) a public offering to retail investors and institutional investors in Austria and (ii) a non-public offering outside of Austria and the United States to selected institutional

18

investors in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions.

Pre-placement........................ Up to 3,367,471 Offer Shares will initially be offered in private placements to selected institutional investors in Austria and outside of Austria in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and other applicable exemptions (the “Pre-placement“). The corresponding Sub-scription Rights were waived by the Principal Shareholders. The Pre-placement will take the form of a bookbuilding procedure and is expected to take place on September 17, 2013 and September 18, 2013.

AT & S has been informed that Intel Capital Corporation (a subsidiary of Intel Corporation) intends to place a bid to purchase up to EUR 5 million in New Shares being made available in the Pre-placement prior to the Rights Offering although there is no guarantee that it will receive any Shares as a result of its bid.

Subscription and Offer Price.......................................

The maximum Subscription and Offer Price is EUR 9.50. The Subscription and Offer Price will be determined by the Company in consultation with Joh. Berenberg, Gossler & Co. KG and Erste Group Bank AG (the “Joint Lead Managers”) based on the outcome of the bookbuilding procedure in the Pre-placement and is expected to be announced and published, including by way of an ad-hoc announcement, via electronic media, on or about September 18, 2013 and by short notice in the Official Gazette (Amtsblatt zur Wiener Zeitung) shortly thereafter, and will be deposited with FMA in accordance with the Capital Markets Act (the “Subscription and Offer Price”). The Subscription and Offer Price will be identical in the Pre-placement, the Rights Offering and the Global Offering.

Subscription and Offer Period ....................................

The period during which shareholders of the Company may exercise their Subscription Rights and during which investors may offer to purchase Offer Shares in the Global Offering begins on September 19, 2013, and is expected to end on October 3, 2013 (the “Subscription and Offer Period”), and may be extended or terminated at any time. The Offering may be terminated, suspended or extended and the Subscription and Offer Period may be extended or terminated at the absolute discretion of the Company and the Joint Lead Managers at any time. Subscription Rights not exercised by the end of the Subscription and Offer Period will expire without value.

Subscription agent and exercise of Subscription Rights ....................................

Erste Group Bank AG will act as subscription agent for the Rights Offering. Holders of Subscription Rights held through a depository bank that is a member of Oesterreichische Kontrollbank AG (“OeKB”) or through a financial institution that is a participant in Euroclear Bank S.A. (“Euroclear”) or Clearstream Banking AG (“Clearstream”) are required to exercise their Subscription Rights by instructing such bank or

19

financial institution to subscribe for Offer Shares on their behalf.

Delivery and settlement of offered securities ...................

The Offered Treasury Shares are, and the New Shares will be, represented by a modifiable global certificate (veränderbare Sammelurkunde), deposited with OeKB. The Offer Shares will be made available as co-ownership interests (Miteigentumsanteile) or co-ownership rights (Miteigentumsrechte) in the modifiable global certificate and are expected to be delivered in book-entry form through the facilities of OeKB, Euroclear and Clearstream against payment of the Subscription and Offer Price per acquired Offer Share in the case of Offer Shares allocated in the Pre-placement on or about September 24, 2013 and in the case of Offer Shares allocated in the Rights Offering and the Global Offering on or about October 9, 2013.

Hard underwriting ................. Joh. Berenberg, Gossler & Co KG and Erste Group Bank AG have agreed to purchase themselves from the Company Offer Shares up to a total maximum volume of EUR 25 million (the “Hard Underwriting Shares”) at the Subscription and Offer Price if not all remaining shares can be placed in the Global Offering (whereby the Joint Lead Managers are not obliged to purchase any Hard Underwriting Shares if the Principal Shareholders have failed to fulfill their subscription and purchase commitment).

Registration with the companies’ register ...............

The Offering is subject to the registration of the two tranches of the capital increase with the companies’ register.

E.4 Interests that are material to the offer including conflicting interests ...............

The Company has an interest in the Offering because it will receive the net proceeds of the Offering.

The Joint Lead Managers have entered into a contractual relationship with the Company in connection with the Offering. In connection with the Offering, the Joint Lead Managers and their affiliated companies will be able to acquire Offer Shares for their own accounts and hold, purchase or sell for their own accounts and can also offer or sell these Shares outside of the Offering. The Joint Lead Managers do not intend to disclose the scope of such investments or transactions if not required by law. The Joint Lead Managers or their affiliates may have business relations with the Group, including financing, or may perform services for the Group in the ordinary course of their business.

E.5 Name of the person or entity offering to sell the security ..................................

Lock-up agreements: the parties involved; and indication of the period of the lock-up.............................

The Offer Shares will be offered by the Company.

Each of the Principal Shareholders is expected to enter into a principal shareholder agreement with the Joint Lead Managers and the Issuer on or about September 17, 2013, providing for,

20

among others, a lock-up undertaking of the respective Principal Shareholder beginning on the day of the signing of such agreement and ending on the date 180 days after the first trading day of the New Shares allocated in the Rights Offering and the Global Offering (expected on October 9, 2013).

The Company has agreed with each of the Joint Lead Managers during the period beginning from September 17, 2013 and continuing to the date 180 days after the first trading day of the New Shares allocated in the Rights Offering and the Global Offering, not to announce or effect (or cause the general meeting to effect) a capital increase, nor to issue financial instruments convertible into shares or to conduct similar transactions.

E.6 Amount and percentage of immediate dilution and accretion resulting from the Offering .................................

Assuming the issue of 15,527,412 Offer Shares in this Offering at the closing price of the Shares on September 16, 2013 of EUR 7.99, the Company’s net assets as of March 31, 2013 would have been approximately EUR 425.6 million or EUR 10.95 per Share, after deducting the commissions payable to the Joint Lead Managers and other offering-related costs incurred by the Company. This represents an immediate decrease of approximately EUR 2.20 or approximately 16.7% in the net assets per Existing Share for Existing Shareholders who do not exercise their Subscription Rights, and an immediate accretion in net assets of approximately EUR 2.96 or 37.1% per Offer Share to new investors purchasing Offer Shares in the Offering. Accretion per Share to new investors is determined by subtracting the net assets per Share after the Offering from the closing price of the Shares on September 16, 2013.

E.7 Estimated expenses charged to investors by the issuer or the offeror..............................

Not applicable. Neither the Company nor the Joint Lead Managers will charge expenses to investors. Investors will have to bear customary transaction and handling fees charged by their account–keeping financial institution.

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RISK FACTORS

Prospective investors should carefully review the following risk factors in conjunction with the other information contained in this Prospectus before making an investment in the Offer Shares. If these risks materialize, individually or together with other circumstances, they may have a material adverse effect on the Group’s performance and financial condition. The Company believes that the factors described below represent the principal risks inherent in investing in the Offer Shares, but the Company may be unable to fulfill its obligations under the Offer Shares for other reasons than those described below, and the Company does not represent that the statements below are exhaustive. Additional risks not currently known to the Group’s Management or that it currently believes are immaterial may also adversely affect its performance and financial condition. The trading price of the Company’s Shares could decline due to any of these risks, and investors could lose all or a part of their investment. The order in which the individual risks are presented does not provide an indication of the likelihood of their occurrence nor of the severity or significance of the individual risks.

Risks relating to the Group’s business and its industry

The Group’s current strategy in relation to entering the IC substrates market depends to a large extent on the Group’s ability to execute such entry and the Group maintaining an ongoing relationship with Intel. The Group’s attempt to enter the IC substrates market may only partly or not at all be commercially viable.

In January 2013, the Group announced its intention to expand its business to include the production of IC substrates. IC substrates serve as the connection between IC chip(s) and the PCB through a conductive network of traces and holes and support critical functions including circuit support and protection, heat dissipation, and signal and power distribution.

The Group has decided to use its production plant located in Chongqing, China, for the production of IC substrates and is currently in the process of installing the required facilities and equipment in this production plant. Concurrently, the Group is building up its know-how and expertise necessary for the production of IC substrates. At present, the Group’s Management anticipates investments over the next three years with a significant emphasis in the current and next financial year of around EUR 350 million relating to construction and equipment of the new production plant (which excludes development and start-up costs, in particular personnel expenditures and costs of materials, which Management expects to range between 20% and 25% of the total investment amount), but expects sales in this segment not to occur before the calendar year 2016. The current plan is that the production plant will initially produce IC substrates only for Intel.

This expansion project exposes the Group to the following risks:

• The Group’s current strategy in relation to entering the IC substrates market depends largely on two key factors: (i) the Company’s ability to execute such entry, and (ii) the Company maintaining an ongoing relationship with Intel;

• The Group may not be able to meet the quality standards required by Intel;

• Intel has no obligation to make any purchase of IC Substrates from the Group whatsoever so that Intel may decide not to become a customer of the Group for IC substrates;

• The Intel Arrangements (for the definition see “Business—Business Strategy—Entering The High-Margin IC Substrates Business”) do not allow the Group to manufacture IC substrates for other customers using the technology provided by Intel;

• The regulatory changes in China banning a special process for gold-coating with cyanide as of January 1, 2015 may lead to a significant increase in the Group’s production costs for IC substrates and thus affect the Group’s ability to successfully enter this market;

• Unexpected delays in the opening of the new production plant in Chongqing would likely increase the overall costs of the investment, and could result in a significant loss of revenues.

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Delays could be the result of, among others, missing governmental approvals, changes in customer specifications, insufficient project planning, insolvency or underperformance of construction companies, suppliers of equipment or other suppliers, or certain force majeure events;

• AT & S may fail to recruit qualified managers, engineers or other workforce which, in turn, could hinder the Group to produce IC substrates with the planned quality and quantity or at all;

• The Group’s expansion plan depends on its ability to secure sufficient long-term funding for the required investments. The Group may, in particular, not be able to complete the expansion if the Offering partially or completely fails or if the Group is unable to raise further equity or debt or if its operating cash flow as the main source of funding is insufficient.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation and its business.

The prohibition of special processes or materials required for the Group’s production, such as the ban on gold-coating in China, may lead to a significant increase in production costs.

In February 2013, the National Development Reform Committee (“NDRC”) issued a decree according to which a special process for gold-coating with cyanide will be forbidden as of January 1, 2015, forcing the Group to either use an alternative process of a Chinese monopolist or develop new processes, which, however, are not yet available and could lead to significant increases in production costs. In each case, the decree is expected to cause significant additional costs. The Group may experience similar or even more far-reaching bans on processes or products in China or in other countries where it operates production plants. Any such ban could cause significant costs and trigger an increase of production costs. The Group may fail to secure or develop alternative processes or source alternative materials, or such alternative processes or alternative materials might not be accepted by the Group’s customers, or to pass on increased production costs to its customers. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s operational and financial flexibility is limited, due to restrictive clauses in certain financing instruments and the Group’s existing indebtedness.

The Group’s operational and financial flexibility (such as with respect to creating security interests or selling assets) is limited as a result of restrictive clauses contained in certain of the Group’s financing instruments (credit and leasing agreements). Furthermore, certain of the Group’s financing instruments contain change-of-control clauses. The Group has given undertakings to maintain certain key financial figures (financial covenants), such as a certain debt/EBITDA ratio or equity ratio. Certain credit instruments of the Group provide in formal respects that a single payment default or delay will cause the entire outstanding liability to fall due. The above-referenced restrictions on dispositions as well as an unscheduled acceleration of liabilities under such financing instruments could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s substantial indebtedness could adversely affect its business and limit its ability to plan for or respond to changes in the business and to complete its planned expansion into IC substrates production. The Group may be unable to generate sufficient cash flow to satisfy its significant debt service obligations and the raising of additional debt, which may be necessary in particular in the course of the expansion into the IC substrates business and the building of the production plant in Chongqing, may lead to violations of financial covenants. Failure to comply with financial covenants may trigger events of default and also cross default clauses.

Should the Group fail to raise further debt or should lenders claim repayment of their lendings, this could have a material adverse effect on the Group’s business, financial condition or results of operation.

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The Group is dependent on a small number of key customers. The loss of or reduced business with any of these key customers could have a materially negative influence on the Group, in particular due to the large portion of the Group’s fixed costs.

The Group’s sales have historically been derived from sales to a very limited number of customers and a substantial portion of sales to each customer is often tied to only a limited number of product lines of such customer. During the financial year ended March 31, 2013, 53% of the Group’s total sales were attributable to its five largest customers with individual absolute shares ranging from 5% to 23%. The loss of any single of the top five customers could have a material negative influence on the Group’s business and prospects. Management expects the customer base to remain highly concentrated going forward. The Group will therefore continue to depend on its key customers and their success in developing and marketing products.

The Group may fail to improve customer loyalty and to expand certain selected customer relationships on a global basis. Capacity shortages, as experienced by the Group in the past, could result in follow-up effects, e.g. prompting those customers that the Group was unable to supply to procure a higher portion, or even all, of their supplies from the Group’s competitors.

In this context, a significant portion of the Group’s operating expenses is relatively fixed in nature, and planned expenditures are based in part on anticipated orders. Accordingly, unexpected revenue shortfalls, in particular in relation to key customers, may decrease the Group’s gross margins, as the Group may be unable to align its cost structure with reduced customer demand on time or at all.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group develops products in accordance with specifications of and in some cases even on the basis of intellectual property rights held by customers, but does not obtain long-term volume purchase commitments from its customers. Therefore, cancellations, reductions in production quantities and delays in production by such customers could adversely affect the Group’s business. Furthermore, the Group’s larger customers are increasingly requesting the Group to enter into supply agreements with them that have restrictive terms and conditions, require the Group to pay significant fees for various rights or services provided by customers or require under certain circumstances the disclosure of information to third parties.

The Group frequently develops products in accordance with the specifications of individual customers. Such products may be of no or only limited use for potential other customers. If a product is developed on the basis of intellectual property rights held by a customer, the agreement with such customer may require AT & S to ask for the consent of the customer if it intends to sell this product to third parties. Moreover, the agreement may require that intellectual property rights developed in the course of the business relationship have to be assigned to the respective customer, or that AT & S grants the customer comprehensive licenses. Moreover, framework agreements may foresee liquidated damages and/or contractual penalties payable by AT & S.

The Group has framework agreements in place with important customers, but only very few of these agreements or corresponding general terms and conditions provide for purchase obligations of the customers. In contrast, certain framework agreements seek to obtain capacity commitments to be provided by the Group, i.e. production capacities guaranteed by the Group which customers ultimately might not need. These capacities cannot be utilized for other customer orders. At the beginning of cooperations with customers the Group may have to pay significant fees as consideration for various rights or services provided by customers. The framework agreements are subject to various jurisdictions and may in most cases be terminated by means of an ordinary termination. Purchase orders of customers under framework agreements may be cancelled by customers without giving AT & S compensation claims. If important customers of the Group cancel, reduce or postpone their purchase orders for production capacities guaranteed by the Group, this may result in a decrease in revenue of the Group. Furthermore, agreements with customers might include provisions that generally serve to fix the selling price over a period of time or to increase the Group’s exposure for product liability and warranty

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claims - as compared to the Group’s standard terms and conditions - which could result in higher costs to the Group as a result of such claims. In addition, these agreements typically contain provisions that seek to limit the Group’s operational and pricing flexibility and extend payment terms. At last, framework agreements may under certain circumstances require the Group to disclose technical information to customers or to third parties designated by the customers or require the Group to provide technical, process, product and equipment enabling resources that enable the customers to either manufacture products provided by the Group directly or have such products manufactured by a third party to allow customers to engage with a second source regarding the products provided.

Any of these factors may have a material adverse effect on the Group’s business, financial condition or results of operation.

If the Group cannot safeguard confidential information it has received from its customers, such as information as to future product launches, or if property of its customers that it has received is damaged or stolen, the Group could be subject to substantial contractual penalties and ultimately lose the relevant customer.

Some of the Group’s customers have entrusted it with confidential information, proprietary equipment or intellectual property to be used in the design, manufacture and testing of the products the Group produces for them. Any information relating to customers’ future product launches is particularly important and sensitive. In some instances, the Group faces substantial financial exposure to those customers if confidential information is disclosed to the public or unauthorized third parties, equipment is lost, damaged or stolen, or intellectual property is lost, damaged, stolen or disclosed without appropriate authorization. Insurance against such unauthorized disclosure, loss, theft or damage (if available) is expensive, may not be applicable to any loss the Group may experience and, even if applicable, may not be sufficient to cover any such loss. Further, deductibles for such insurance may be substantial. If confidential information is disclosed by the Group to any unauthorized third parties, it is likely that the Group loses the relevant customer, which may cause an even higher damage than any contractual penalties the Group may have to pay. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group is exposed to the credit risk of its customers and suppliers. In particular, the Group may suffer losses as a result of payment delays and defaults of its contractual counterparties.

The Group is subject to the risk of non-collectability of payments and to the risk of default if customers or other business associates fail to meet their contractual obligations (in particular, their payment obligations), or fail to fully perform them, or do not perform them in time. This risk of non-collectability and default may also pertain to defaults by a particular category of customers or other business associates (such as customers in a particular business segment or geographical sector) or due to a general increase in bad debt which exceeds the norm.

The ability or willingness of the Group’s business associates to pay their bills payable could substantially deteriorate and measures to limit risk (such as monitoring customers’ credit standing, monitoring payment receipts, accounts receivable management and credit default insurance) could turn out to be insufficient.

The Group’s suppliers may also experience financial difficulties, which could result in the Group having problems sourcing the materials and components it uses in producing its products and providing its services. In such a scenario, the Group may encounter difficulties and might not be able to manufacture its products for customers in a timely fashion.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

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The Group could be affected by consolidation among its customers.

The Group’s existing and potential customer base may be subject to consolidation. Depending on which organization becomes the controller of the supply chain function following such consolidation, the Group may not be retained as a preferred or approved supplier. In addition, the realization of synergies following such consolidation may lead to the avoidance of product duplications among consolidated customers, which could result in the termination of product lines for which the Group currently produces components. The Group’s revenue may significantly decrease if it is not retained as a continuing supplier of consolidated customers. The Group also faces the risk of increased pricing pressure following the consolidation of its existing or potential customers because of the customers’ increased market shares. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The major part of the Group’s operations is located in Asia, in particular China, which exposes the Group to political, legal, tax and business risks, such as legal uncertainty, government interference, trade restrictions and political unrest, as well as risks relating to potential shortages of utilities or material labor cost increases.

The Group’s largest production plant is located in Shanghai, China. The Group further operates production plants in Nanjangud (India) and Ansan (South Korea), and is currently in the process of installing the required facilities and equipment regarding an IC substrates plant in Chongqing (China), which is expected to become operative in 2016. In addition, the Group maintains several sales offices throughout Asia, including Hong Kong, Singapore, Taiwan, Bangalore (India), Ansan (South Korea) and Tokyo (Japan).

By Western European standards, several of the Asian countries in which the Group maintains production and distribution are subject to increased political, legal and business risks (e.g. legislation which is contradictory, not interpreted or applied uniformly and limited foreseeability of decision making by the courts or public authorities, high levels of unemployment or inflation, weaknesses in the banking system, problems with corruption, etc.) and other country-specific factors over which the Group has no control; in addition to the general political and commercial situation in these countries, these factors may also include, but are not limited to, unforeseeable events such as strikes, civil unrest or wars. For example, a further deterioration of the crisis in North Korea, or an outbreak of a war in this region, could have a significant negative impact on the Group’s operations, in particular in South Korea.

In addition, there is a high level of government interference in certain Asian countries, resulting in legal uncertainty. This holds particularly true for the Chinese market, where, through regulation and due to the fact that a large proportion of the country’s assets is held in state ownership, the Chinese government exercises substantial control over the Chinese economy. Chinese legislation and regulation are subject to rapid change. Interpretation and enforcement of Chinese legislation and regulation are associated with uncertainty, which may impair the legal protections available to importers, exporters and foreign investors. Furthermore, the high inflation rate could give rise to government intervention, e.g. through price controls. These uncertainties and the possibility of government interference could adversely impact the Group’s business in various ways, e.g. limit sales from or into China and other regions, prevent the Group from making future investments or lead to business interruption, production stoppages or higher costs for production or other increased expenses.

Furthermore, some of the Asian countries in which the Group maintains plants, in particular China, but also India, have in the past experienced unexpected power outages or sudden cessation of the water supply. Any stoppage of power or any sudden cessation of the water supply could adversely affect the Group’s ability to meet its customers’ orders in a timely manner and may also lead to damage to the Group’s equipment, resulting in the need for costly repairs or maintenance, as well as damage to products in production.

As of March 31, 2013, 5,831 out of the Group’s total of 7,011 employees were located in Asia. Any material labor cost increases, in particular in low-wage countries such as China or India would lead to

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higher costs and lower profit margins respectively.

In addition, the Group’s business operations are subject to the risk of protectionist measures by the national customs authorities in each of the Asian countries in which the Group maintains production and distribution. The spectrum of such measures includes, but is not limited to, tariff quotas, import and export bans on finished goods and raw materials to anti-dumping measures and countervailing duties.

The most significant risks to which the Group is subject to relating to its Asian operations, include, but are not limited to:

• government or political unrest; • unstable regulatory environments; • imposition of governmental controls; • governmental limitations on imports or exports of the Group’s products; • expropriation of private enterprises; • the potential reversal of current favourable policies encouraging foreign investment and trade; • increases in duties and taxation levied on the Group’s products; • inflation or changes in political and economic conditions; • labor unrest, material increases in labor costs, difficulties in staffing and geographical labor

shortages; • shortages of utilities such as power or water; • untypically long payment cycles; • travel restrictions; • imposition of restrictions on currency conversion or the transfer of funds; and • fluctuations in the value of local currencies.

Any of these factors could have material adverse effects on the Group’s financial condition and results of operation.

The Group faces risks in connection with its growth strategy to expand its HDI business to other markets.

The Group operates a major HDI printed circuit board plant in Shanghai, China (HDI – High Density Interconnection; an any-layer printed circuit board with extremely fine structures). One of the Group’s objectives in this context is to establish this technology in new areas of application, such as in the automotive sector. The Group therefore undertakes substantial investments to further develop HDI printed circuit boards. A failure of this strategy would lead to substantial development costs being frustrated, which in turn would have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group depends on the general economic development. Economic cycles and fluctuations in product demand in the mobile devices industry, in particular the smartphone segment, the automotive sector and the industry in general could affect the Group.

Negative developments in the general economic environment and in the growth of the markets, particularly in the mobile devices (e.g. smartphones, MP3 players, tablets, cameras, etc.), the industrial and the automotive sector, may have a negative impact on demand for the Group’s products. Particularly as regards demand in the mobile devices sector, the horizon of foreseeability is a short one. There may also be hesitant behavior on the part of the Group’s customers, for example, where their actual sales fail to meet targets and their primary concern is to reduce inventories. This may also entail significant costs to the Group, if restructuring measures are required.

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The Group generated approximately 55% of its total revenue in the financial year ended March 31, 2013 in the mobile devices industry and accordingly, the economic volatility in this industry has had, and may continue to have, a material adverse effect on the Group’s ability to forecast demand and production and to meet desired sales levels. This industry is characterized by intense competition, relatively short product life cycles and significant fluctuations in product demand. The Group would be affected by a decline in growth or a market contraction on the mobile devices market and in particular the smartphone market.

During the financial year ended March 31, 2013, the Group generated approximately 45% of its revenue in the industrial and automotive segment. In this segment, the Group is active in the automotive, aviation, industrial electronics and health care sectors which themselves follow individual economic trends and cycles and, thus, expose the Group to several risks connected with the development in these sectors regarding factors such as declines in demand or unexpected changes in technology. Should the Group not be able to retain its position in these sectors it may not be able or have difficulties to enter these markets again.

Downturns in either demand or prices in either of the Group’s business segments as well as decisions based on wrong market research information may lead to a loss of earnings and cash flows which could have a material adverse effect on the Group’s business, financial condition or results of operation.

The market for PCBs and IC substrates may fail to develop as predicted by market reports.

The Group’s strategies are to a great extent based on assumptions derived from third-party market studies, that are by their nature speculative and prospective. In particular, continued increase in demand for IC substrates is an important assumption underlying the Group’s expansion strategy. If markets fail to develop as predicted, the Group’s strategic decisions may turn out to be incorrect, which could have a material adverse effect on the Group’s business, financial condition or results of operation.

Uncertainty regarding the status of the global financial and economic crises, the global credit market and overall global economic stagnation may adversely affect the Group.

During the global financial and economic crisis, a number of countries have accrued large budget deficits. Concerns about sovereign risks have intensified and are reflected by a progressive widening of intra-Eurozone government bond and sovereign credit default swap spreads for several Eurozone members with large fiscal imbalances. Against this background, policymakers have publicly acknowledged the need to adopt credible strategies to contain public debt and fiscal deficits and reduce them to more sustainable levels. The implementation of these policies may, however, restrict a swift economic recovery. Risks and ongoing concerns about the sovereign debt crisis in Europe could have a detrimental impact on the global economic recovery. The sovereign debt crisis could lead to a material downturn of the economy including a decrease in the demand for the products offered by the Group’s customers, particularly in the automotive and mobile devices business, which would have a material adverse effect on the Group’s business, financial condition or results of operation.

In recent years, global financial and credit markets have been, and continue to be, unstable and unpredictable. The instability of the markets could impair the demand for the Group’s customers’ products, the amount, timing and stability of their orders to the Group, the financial strength of the Group’s customers and suppliers, their ability or willingness to do business with the Group, the Group’s willingness to do business with them, interest rates, and/or the Group’s suppliers’ and customers’ ability to fulfill their obligations to the Group. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

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The Group may be unable to provide its customers with high-end technology, adequate quality products, and responsive service, or may be unable to deliver its products to its customers in a timely manner. The Group may also fail to attract sufficient and appropriate staff for its high-quality production.

In order to maintain its existing customer base and obtain business from new customers, the Group must demonstrate its ability to produce its products at the level of technology, quality, responsiveness of service, timeliness of delivery, and at costs that the Group’s customers require. If the Group’s products are of insufficient quality, if they are not delivered on time, if the Group is not responsive to or cannot meet its customers’ demands, e.g. if the Group cannot meet its customers’ technological requirements, the Group’s reputation as a reliable supplier of its products would be damaged. If the Group is unable to meet its actual or potential customers’ product and service standards, it may be unable to maintain its existing customer base or to obtain business from new customers.

If the Group fails to build or maintain sufficient manufacturing infrastructure, or if the Group fails to recruit, train and retain sufficient and appropriate staff to meet both customer demand and quality standards, it could ultimately lose customer orders not only in the short run but also for a longer period.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

Due to the long product cycles in the automotive and the medical and healthcare segment, a failure to meet customers’ strict quality standards could seriously harm the Group’s long-term business in these markets.

For safety reasons, the Group’s customers in the automotive and in the medical and healthcare segments have strict quality standards and require suppliers to undergo lengthy qualification procedures. If the Group is unable to meet these requirements, it will not be qualified as a supplier for the relevant product series or product line or any other similar products which it may be able to supply. Given the long product cycles in these industries, that would mean that the Group will be unable to do business with the relevant customer for at least a number of years. A failure to meet qualification procedures with one customer could seriously harm the Group’s reputation and thus prevent it from maintaining existing or gaining new customers in these industries. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s or its customers’ products could be exposed to significant product failures or safety concerns.

Continued improvement in manufacturing capabilities, quality control, costs of materials and successful product testing capabilities are critical to the Group’s development. The Group’s efforts to monitor, develop, modify and implement stringent testing and manufacturing processes for its products may not be sufficient. If any flaw in the design, production, assembly or testing of the Group’s or its customers’ products were to occur or if the Group’s or its customers’ products were believed to be unsafe or dysfunctional, it could result in significant delays in product shipments, cancellation of orders, substantial warranty or other claims for damages or penalties from the Group’s customers and their customers, substantial refund, recall, repair or replacement costs, an increased return rate for the Group’s products or potential damage to the Group’s reputation. Potential lawsuits could prove to be time consuming and costly. In particular, the Group may face significant costs for failure of the Group’s automotive products if car producers are forced to recall certain units of cars. Recent pronouncements by the World Health Organization (“WHO”) listing mobile phone use as possibly carcinogenic (source: WHO, Fact sheet N°193 (June 2011), Electromagnetic fields and public health: mobile phones) may affect the Group’s customers’ sales and in turn affect the Group’s sales to its customers. As the Group normally provides a warranty for its products, a significant claim for damages related to a breach of warranty could have a material adverse effect on the Group’s business, financial condition or results of operation.

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The Group’s products and their terms of sale are subject to various pressures from the Group’s customers, competitors and market forces.

The Group’s selling prices are affected by changes in overall demand for its products, changes in the specific products the Group’s customers buy, pricing of competitors’ products, the Group’s products’ life cycles or the customers’ product life cycles respectively and general economic conditions. In addition, from time to time the Group may elect to reduce the price of certain products in order to gain additional orders on a particular program. A typical life cycle for one of the Group’s products has the selling price decrease as the program matures. To offset price decreases during a product’s life cycle, the Group relies primarily on higher sales volume and improving its manufacturing yield and productivity to reduce a product’s cost. If the Group cannot reduce its manufacturing costs as prices decline during a product’s life cycle, the achievable margins for the Group’s products may decline.

In addition, the Group’s key customers and their subcontractors are able to exert significant pricing pressure on the Group and often require the Group to renegotiate the terms of its arrangements with them, including increasing or removing liability and indemnification thresholds and increasing the length of payment terms, among other terms. Increases in the Group’s labor costs, especially in China where the Group may have little or no advance notice of such increases, changes in contract terms and regular price reductions have historically resulted in lower gross margins for the Group and may continue to do so in future periods. Furthermore, the Group’s competitive position is dependent upon the yields and quality it is able to achieve on its products and the Group’s level of automation as compared to its competitors. These trends and factors could make it more difficult to compete effectively.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group may not be able to pass on increased costs of raw materials.

To manufacture PCBs, the Group uses raw materials such as laminated layers of fiberglass, copper foil, chemical solutions, gold, and other commodity products, which the Group orders from its suppliers. The supply of raw materials has tightened recently, and commodity prices have risen. In general, the prices of raw materials may be subject to fluctuation, and price increases may occur for various reasons, such as increased demand, a scarcity of resources or even speculative pricing. Any increase in the price of raw materials which the Group is unable to pass on to customers or to compensate for through savings on other cost items, as well as supply bottlenecks, could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group may not be able to pass on increased costs of energy and fuel oil.

The Group’s manufacturing operations consume a significant amount of energy and fuel oil to power its factories. The Group purchases electricity from local utilities and, as backup solution and from time to time, generates a portion of its own electricity in certain of its production plants using diesel generators. Prices for electricity and diesel fuel have risen substantially in recent years. Future price increases for electricity and diesel fuel would increase the Group’s cost which it might not be able to pass on to its customers resulting in lower profit margins. Lower margins could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group is exposed to intense competition and could suffer losses in sales, market share or margins, in particular if the Group is unable to maintain its current competitive position in its markets using high-technology manufacturing services. Improved quality in Asia and other non-Austrian countries where production costs are lower could lead to the Group’s, in particular, Austrian operations becoming less competitive.

The PCB industry is intensely competitive, highly fragmented, and rapidly changing. The Group competes partly with large, international competitors and partly with smaller, regional competitors. The market position of the Group in the markets in which it operates varies depending on the region and

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business segment. The PCB industry is dominated mainly by Taiwanese, South Korean and Japanese producers with individual global market shares of up to approximately 4% (source: Nakahara Strategy Research 2011). The Group is exposed in some cases to very intense competition and strong price pressure, which depends on the circumstances on a particular market, the demand situation, the way in which contracts are structured (short-term or longer-term supply agreements) and competitor positioning, pricing policies and market power. Certain former competitors are in the process of re-instituting their printed circuit production which will increase competition in the market. Certain electronics manufacturing services (EMS) providers have developed or acquired their own printed circuit manufacturing capabilities or have extensive experience in electronics assembly, and in the future may cease ordering products from the Group or even compete with the Group on original equipment manufacturers’ (“OEM”) programs, as has happened in South Korea occasionally in the past. In particular, the smartphone and tablet markets continue to become more competitive in terms of pricing.

To the extent PCB manufacturers in Asia are able to more effectively compete with products manufactured in Austria, the Group’s Austrian production plants may, partly or at all, not remain viable. PCB manufacturers in Asia and other geographies often have significantly lower production costs than the Group’s Austrian operations and may even have cost advantages over the Group’s own operations in Asia. Similarly, if production costs (e.g. wages and salaries) in Asia (where the Group generates significant amounts of its revenue) increase, the Group’s competitive advantage could decrease as well. Production capability improvements by foreign competitors and domestic competitors with foreign operations may play an increasing role in the PCB markets in which the Group competes.

Some of the Group’s existing and potential competitors have competitive advantages vis-à-vis the Group, including:

• greater financial and manufacturing resources that can be devoted to the development, production, and sale of their products;

• more established and broader sales and marketing channels;

• more production plants worldwide, some of which are closer in proximity to OEMs;

• production plants that are located in countries with lower production costs;

• lower capacity utilization, which in peak market conditions can result in shorter lead times to customers;

• ability to add additional capacity faster or more efficiently;

• preferred vendor status with existing and potential customers;

• greater name recognition; and

• larger customer bases.

In addition, these competitors may respond more quickly to new or emerging technologies, or adapt more quickly to changes in customer requirements, and devote greater resources to the development, promotion and sale of their products than the Group does.

Both existing customers and potential future customers analyze the capabilities of the Company and the Group and compare them, firstly, with other manufacturers and, secondly, with the advantages of sourcing production internally within their own organizations. If the Group is unable to continue to effectively compete in respect of quality, supply, high-level production, service and price, this could have a material adverse effect on the Group’s business, financial condition or results of operation.

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The Group must make significant investments to develop and adopt new technology and manufacture new products and product features in order to remain competitive, and it may not be able to do so successfully. Unrecognized or erroneously anticipated technology developments, shifts in demand for the Group’s products, or drops in prices may adversely affect the Group’s earnings.

The sector in which the Group operates is characterized by heavy reliance on research and development. Thus, innovations – both at the level of products and services and at the level of processes and marketing – are decisive factors in the future business success of the Group. So far, the Group’s product range primarily consists of PCB and recently was extended by the so-called embedded component packaging technology (“ECP®”). In the future, the Group intends to generate additional revenue, among others with IC substrates.

The mobile devices market is a highly competitive technology market characterized by rapid technological change and short product life. Therefore, permanent investments in the development of new products are necessary. In particular, over the next three years with a significant emphasis in the current and next financial year the Group intends to invest around EUR 350 million (which excludes development and start-up costs, in particular personnel expenditures and costs of materials, which Management expects to range between 20% and 25% of the total investment amount), in the IC substrates production in Chongqing, China. Furthermore, the Group may also face investments in the current production in Shanghai to upgrade certain production lines of this production plant.

Technological changes in manufacturing processes must be identified in time and appropriately addressed. The Group may prove unable to develop and offer new technologies to its customers that satisfy the ever-increasing market demands of its customers.

If the Group is unable to obtain customer qualifications for new products or product features, cannot qualify its products for high-volume production quantities or does not execute its operational and strategic plans for new products or advanced technologies in a timely manner, its net sales and/or margins may decrease. In addition, the Group may incur higher manufacturing costs in connection with new technology, materials, products or product features, as it may be required to replace, modify, design, build and install equipment, all of which would require additional capital expenditures.

If the Group chooses to focus on new technology or a standard that is ultimately not accepted by the industry and/or does not become the industry standard, the Group may be unable to sell products manufactured using the new technology or standard. Investments made in the development of new technologies, standards, processes and/or products may suffer from impairment which could lead to material write-offs.

The Group also depends on the demand for goods incorporating their products. Changes in the technology materialize constantly and in some instances without prior notice to the marketplace. For companies operating in the technology industry, like many of the Group’s most important customers, it is crucial to use adequate production standards available to be competitive in the market. Therefore, unrecognized technology developments, shifts in demand for the Group’s customer’s products or a drop in prices achievable on the market may indirectly have a material adverse effect on the Group.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

Failure to manage the Group’s technological and product development could strain its operations management, financial and administrative resources.

The Group’s ability to successfully sell its products and implement its business plan in rapidly evolving markets requires an effective management planning process. Future product expansion efforts could be expensive and put a strain on the Group’s Management by significantly increasing the scope of its responsibilities and by increasing the demands on its management abilities and at the same time require the Group to make substantial financial investments which it may not be able to do. To effectively manage the development of new technologies, the Group must enhance its marketing, sales, and

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research and development areas. Any failure in doing so could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group has acquired land use rights for its Chinese production plants from the Chinese government. The major Austrian production plants are leased. If the Group is not able to maintain Chinese land use rights or leases of certain of its production plants, or if such land use rights or leases are terminated, the Group’s operations could be interrupted.

In China, the Group’s production plant in Shanghai and its production plant in Chongqing, which is currently in the process of installing the required facilities and equipment, are built on land for which the Group has acquired land use rights from the Chinese government. Land use rights are typically granted for a period of 50 years and may be terminated by Chinese authorities before maturity under certain conditions, e.g. if necessary in the (Chinese) public interest. In such a case, the Group may not be able to appeal or otherwise challenge such termination.

The Group leases its Austrian production plants from third parties under operating leases. Such leases may be terminated by the lessors under certain conditions before maturity or may not be extended after the agreed duration of the contracts.

If the Group is not able to maintain or renew land use rights or plant leases under commercially acceptable terms or the contracts are terminated by the Group’s contractual partner before maturity, its operations at those production plants could be interrupted, its assets could become impaired and the Group may incur significant expense to relocate those operations. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s production plants could be exposed to fire, natural disaster, acts of war, terrorist attacks or other events.

The Group has production plants in Austria, China, South Korea and India. The destruction or closure of any of the production plants for a significant period of time as a result of fire, explosion, blizzard, act of war or terrorism, flood, tornado, earthquake, lightning, other natural disasters, required maintenance or other events could harm the Group financially, increasing its costs of doing business and limiting its ability to deliver its manufacturing services on a timely basis. The Group’s insurance coverage with respect to damages to its production plants or its customers’ products caused by natural disasters, acts of war or terrorist attacks is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or continue to be available at commercially reasonable rates and terms.

In the event one or more of the Group’s production plants are closed on a temporary or permanent basis as a result of a natural disaster, required maintenance or other event, the Group’s operations could be significantly disrupted. Such events could delay or prevent product manufacturing and shipment for the time required to transfer production or repair, rebuild or replace the affected production plants. This time frame could be lengthy and result in significant expenses for repair and related costs. There can be no assurance that the Group’s disaster recovery plans will be sufficient to allow its operations to continue in the event of every natural or man-made disaster, pandemic, required repair or other extraordinary event. In such a case, other sources may be unwilling or incapable of providing the required services or goods to the Group or the Group’s customers, as the case may be, available capacities may be limited or a purchase of services or goods by the Group from other sources might be expensive and therefore cause significant additional costs or might not be available to the Group at commercially reasonable rates and terms. Any extended inability to continue its operations at affected production plants following such an event would reduce the Group’s revenue and potentially damage its reputation as a reliable supplier and could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s business may suffer if any of its key senior executives discontinues employment with the Group or if the Group is unable to recruit and retain highly skilled engineering and sales staff.

The Group’s future success depends to a large extent on the services of its key managerial employees.

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The Group may not be able to retain its executive officers and key personnel or attract additional qualified managers in the future. In particular, the Group may fail to attract a new chief financial officer (“CFO”) who is properly qualified and experienced. The Group’s business also depends on its continuing ability to recruit, train, and retain highly qualified employees, particularly engineering, sales and marketing personnel. The competition for these employees is intense, and the loss of any of these employees could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s manufacturing processes depend on the collective industry experience of its employees.

The Group has limited patent or trade secret protection for its manufacturing processes. The Group relies on the collective experience of its employees involved in its manufacturing processes. If a significant number of its employees involved in its manufacturing processes were to leave the Group’s employment and the Group were not able to replace these people with new employees with comparable experience, the Group’s manufacturing processes might suffer as the Group might be unable to keep up with innovations in the industry. As a result, the Group may lose its ability to continue to compete effectively. This could have a material adverse effect on the Group’s business, financial condition or results of operation.

Due to human error and system failures or external events, the Group may experience losses of assets and operational disruptions.

The Group’s production processes are highly automated. The Group’s operations are therefore dependent on machines and components which may suffer breakdowns or be damaged or destroyed inter alia as a result of human error, strikes, malfunction of other equipment, system errors, accidents or force majeure events. Such problems may entail substantial losses to the Group’s assets. Operational disruptions due to such or other events may have a material impact on the Group’s productivity and business results during the period in question, and may impair customer relations and cause harm to the Group’s reputation and loss of its market share. This could have a material adverse effect on the Group’s business, financial condition or results of operation.

Employee theft or fraud could result in loss.

Certain of the Group’s employees have access to company assets or signature authority with respect to bank accounts or other company assets, which could expose the Group to fraud or theft. In addition, certain employees have access to key IT infrastructure and to customer and other information that is commercially valuable. Should any employee, for any reason, compromise the Group’s IT systems, or misappropriate information, the Group could incur losses, including losses relating to claims by its customers against the Group and the willingness of customers to do business with the Group may be damaged. Any such losses may not be fully or even partly covered by insurance and could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group depends on undisrupted and access-protected operation of its computer and IT systems and proper, complete and up-to-date financial reporting.

The Group depends on efficient and uninterrupted operation of its computer and IT systems. Computer and IT systems are generally susceptible to faults, damage, power failures, computer viruses, fires, unauthorized attempts by external parties to access them and similar events. For this reason, it cannot be ruled out that these systems may be subject to operational disruptions or interruptions. As the Group’s structure is decentralized and it operates in a variety of countries outside Austria, the Group relies on the efficient operation of Group-wide corporate reporting. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, attacks and similar events. The Group’s systems and those of third parties on which the Group relies may also be vulnerable to computer viruses, break-ins and similar disruptions. If the Group or its associates are unable to prevent such outages and breaches, the operations could be disrupted. If unauthorized parties gain access to the Group’s information systems or such information is used in an unauthorized manner, misdirected, lost or stolen during transmission, any theft or misuse of such information could result in, among other

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things, unfavorable publicity, governmental inquiry and oversight, difficulty in marketing the Group’s products and services, allegations by the Group’s customers that the Group has not performed its contractual obligations, litigation by affected parties and possible financial obligations for damages related to the theft or misuse of such information. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group may experience integration or other problems with potential acquisitions.

The Group may in the future make acquisitions of, or large investments in, businesses that offer products, services, and technologies that the Group believes would complement its products or services. The Group may also make acquisitions of or investments in, businesses that it believes could expand its distribution channels. Even if the Group were to announce an acquisition, it may not be able to complete it. Additionally, any future acquisition or substantial investment would present numerous risks, including:

• difficulty in integrating the technology, operations, internal accounting controls or work force of the acquired business with the Group’s existing business;

• disruption of the Group’s on-going business;

• difficulty due to a potential lack of management capacities;

• difficulty in realizing the potential financial or strategic benefits of the transaction;

• difficulty in maintaining uniform standards, controls, procedures and policies;

• dealing with tax, employment, logistics, and other related issues unique to international organizations and assets the Group acquires;

• possible impairment of relationships with employees and customers as a result of integration of new businesses and management personnel;

• impairment of assets related to goodwill and reductions in the Group’s future operating results from amortization of intangible assets.

The risks referred to in this section could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group depends on certain key suppliers.

Regarding several processes and materials, the Group relies in some cases on single source suppliers, e.g. for chemical products used in connection with supplier’s machines at the Group’s various production plants. If such suppliers should be unable to deliver the products in the required quality or in the required quantities to fulfill the Group’s orders, this may lead to delays or reductions in the Group’s production, additional costs, contractual penalties, reduction of orders by unsatisfied customers or the loss of certain customers. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group may need additional capital in the future to fund investments in its operations, refinance its indebtedness and to maintain and develop its business, and such additional capital may not be available on acceptable terms or at all. In addition, the Group is subject to interest rate risks.

The Group’s operational business entails financial risks, such as liquidity and interest rate risks. To safeguard/bridge its short-term liquidity requirements, the Group may be dependent on access to loan financing and to a functioning and liquid money market. Availability both of lending and of alternative bank and capital market financing (particularly long-term financing) was substantially limited as a result of the global financial and economic crisis. If access to credit is substantially impaired in the future, due to a crisis or for other reasons, the Group could experience difficulties in financing necessary investments.

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The Group is exposed to risks of changes in interest rates with respect to its borrowing, depending on the type of interest rate agreed (fixed or variable). Rising interest rates, due, for instance, to general interest rate trends on the capital markets or any internal downgrades of the Group’s credit ratings by banks, could increase the Group’s financing costs for variable-rate interest-bearing loans. If the Company’s financing is undertaken at a fixed interest rate, it will be unable to benefit from any reduction of interest rates.

Both limitations on the credit and capital markets with respect to the Group’s financing (or availability of financing only on terms which are unfavorable or uneconomical) and unfavorable interest rate trends could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group is subject to foreign exchange risks.

Due to the global nature of the Group’s business, some transactions must be executed in currencies other than in Euro. In addition to the Euro, the most significant currencies in which the Group does business are, in particular, the US Dollar and the Chinese RMB. However, as a very general point, it may be noted that the local currency of each of the Group’s subsidiaries will have substantial impacts on the Group’s foreign exchange risk. In addition to impacts arising from accounts receivable and accounts payable in currencies other than the Group’s functional currency, which is the Euro, fluctuations in exchange rates will also impact on the Group’s statement of financial position, because expenditures are usually denominated in local currency, but revenue is generated in other currencies, in particular US Dollars and Euros. Conversion of ‘other items’ from the individual financial statements of the local subsidiaries which is done in the course of preparing the Group’s consolidated financial statements may likewise have impacts on the Group’s financial reporting, some of which may be substantial. Thus, unfavorable foreign exchange rate trends could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s business requires substantial capital investment, thus exposing the Group to general investment risks.

The Group regularly conducts market studies. In addition, the Group is in ongoing communication with its customers and suppliers with respect to innovations. The obtained information is subsequently exploited by the Group in its planning and, accordingly, production process, entailing in some cases a need for substantial investments in existing or new production plants. In addition to new construction of Group production plants and modifications to existing production plants, the Group may also have the option of acquiring existing businesses and/or production plants for certain of the Group’s product lines. Any and all types of these investments will entail a certain risk, e.g., the risk of sunk costs or costs for the closure of non-profitable production plants. Thus, failed investments could have a material adverse effect on the Group’s business, financial condition or results of operation.

Legal and regulatory risks

Technical faults and defects in quality as well as difficulties in supplying products may subject the Group to warranty and damages claims, contractual penalties and lead to recalls and a loss of customer base.

Technical faults in engineering or producing the products manufactured by the Group may give rise to customer claims and may also lead to recall actions by the Group’s customers. Additionally, the Group’s products are deployed, in part, in market segments in which product defects may lead to serious accidents with substantial property damage and personal injury. Undetected engineering or quality errors and faults may entail substantial warranty or damages claims. In this context, the Group’s existing insurance coverage may turn out to be insufficient and, specifically in cases in which insurance claims involving high levels of property damage and/or personal injury, such claims may entail substantial increases in the Group’s costs. This could have a material adverse effect on the Group’s business, financial condition or results of operation.

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In addition, difficulties or delays in supply of products to customers may arise for various reasons, including as a result of capacity bottlenecks, delays in supplies of raw materials or technical defects of production equipment. Difficulties and delays in supplying products to customers may entail significant costs and lead to damage claims e.g. for loss of profit or production stoppage or contractual penalties, but also result in lower product order volumes by unsatisfied customers or ultimately lead to the loss of customers. Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s products, in particular in the automotive, aviation, medical and the healthcare segments, may subject the Group to extensive product liability actions.

The Group produces PCBs for customers whose products, in particular in the automotive, aviation, medical and healthcare segments, may carry a particular safety risk. Given that these products have the potential to be deployed worldwide, extensive product liability actions may be asserted against the Group in various jurisdictions, in which courts may apply the local law of the country in question. Such local law may have substantially stricter product liability rules than those in Austria. Thus, technical and quality defects of such products of AT & S may entail material adverse effects on the Group’s business, financial condition and results of operation. Programs installed to monitor the associated risks might not be effective and insurances taken out might not be sufficient to cover the Group’s risk, which could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group may infringe patents and other intellectual property rights. The Group may also be subject to litigation regarding intellectual property associated with the Group’s business and this could be costly to defend and could prevent the Group from using or selling the challenged technology.

The products of the Group are sold, traded, further processed or used worldwide, which may lead to the infringement of local patents or other intellectual property rights. It cannot be ruled out that patents or other intellectual property rights by third parties that could have been missed or which might be registered in the future may lead to litigation, damage claims, license fees and other financial or actual burdens or cause production stoppages.

Intellectual property claims against the Group, and any resulting lawsuits, may result in the Group incurring significant expenses and could expose the Group to significant liability for damages. Furthermore, they may invalidate what the Group currently believes are either its own proprietary rights or public knowledge. These claims, regardless of their merits or outcome, would likely be time-consuming and expensive to resolve and could divert the Group’s Management’s time and attention.

If the Group were subject to a successful claim of infringement related to intellectual property and the Group failed to develop non-infringing intellectual property or license the infringed intellectual property on acceptable terms and on a timely basis, the Group’s ability to sustain and grow its business could be materially and adversely affected and thus the Group’s operating results could decline.

Any one of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

If the Group fails to secure or protect its intellectual property rights, competitors may be able to use its technologies, which could weaken its competitive position and harm the Group’s business.

The Group relies primarily on trade secrets and confidentiality procedures relating to its manufacturing processes to protect its proprietary rights. Unauthorized third parties may try to copy the Group’s manufacturing processes or reverse engineer portions of the Group’s products or otherwise obtain and use the Group’s intellectual property. If the Group fails to protect its proprietary rights adequately, its competitors could offer similar products using processes or technologies developed by the Group, potentially harming its competitive position. Other parties may also develop similar or competing technologies.

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The Group also relies on patent protection for some of its intellectual property. The Group’s patents may be expensive to obtain and there is no guarantee that either its current or future patents will provide the Group with any competitive advantages. A third party may challenge the validity of such patents, or circumvent such patents by developing competing products based on technology that does not infringe the Group’s patents. Further, patent protection is not available at all in certain countries and some countries that do allow registration of patents do not provide meaningful protection for patent violations. As a result, protecting intellectual property in those countries is difficult, and competitors could sell products in those countries that have functions and features that would otherwise infringe on the Group’s intellectual property. If the Group fails to protect its intellectual property adequately, its competitors may gain access to its technology and the Group’s business may be harmed.

Furthermore, the Group may in the future initiate claims or litigation against third parties for infringement of its intellectual property rights or to determine the scope and validity of its proprietary rights or the proprietary rights of its competitors. These claims could also result in significant expense and the diversion of technical and management personnel’s attention.

Any of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group is subject to legal and tax risk, including the risk of legal disputes.

In the countries in which it operates, the Group is subject to a variety of ever-stricter laws, regulations and standards. In addition, as a company listed on a stock exchange, the Issuer is required to comply with substantial rules, codes and regulations in the realms of corporate governance and securities and exchange law, which are subject to ongoing amendments and further legislation. Compliance with these legal rules entails high levels of cost, which could increase even further in future as a result of statutory duties yet to be imposed. New legal rules might force the Group to procure expensive equipment, refit existing production plant and equipment, redesign its products or make other significant expenditures. Any failure to comply with existing or future legal rules or standards could entail claims for damages against the Group, the imposition of legal sanctions, harm to the Group’s reputation and a loss of its market share.

The Group is exposed to risks from changes in tax law in the countries in which it operates. Due to changes in legislation, jurisprudence, administrative practices, double taxation conventions or the tax environment in general, the Group may become exposed to a greater tax burden than is currently expected. Certain of the Group’s subsidiaries have operated or continue to operate under tax incentive programs. The Group’s subsidiaries may not be able to renew or re-apply for such tax incentives after lapse of the respective current terms. The Group’s subsidiary AT&S (China) Company Limited currently holds a “High and New Technology Certificate” which entitles the subsidiary to tax incentives as a “High and New Technology Enterprise”. If the subsidiary is not able to renew this certificate after the expiry date in 2014, it may lose its qualification. This may result in negative tax impacts for AT&S (China) Company Limited. Further, any tax incentives the Group (indirectly) receives could be challenged, modified or even eliminated by taxing authorities or changes in law. The Group subsidiaries are also exposed to a host of tax norms, some of which have only been in force for a short period, and which are enforced by various local and national authorities. The practices of the public administration could be unforeseeable. In addition, tax audits of the Group’s subsidiaries may give rise to back-payments of tax. Taxpayers are often forced to pursue multiple administrative appeals or invoke the assistance of the courts in order to defend their position vis-à-vis the tax authorities.

In the ordinary course of its business, the Group may be involved in legal disputes as a claimant or a defendant, and may be subject to actions in future or forced to take legal action itself. Legal disputes entail costs, occupy the time of management and staff for substantial periods.

Any one of these factors could have a material adverse effect on the Group’s business, financial condition or results of operation.

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Environmental regulation, regulatory requirements and liability for environmental damage could entail substantial costs.

In its business operations, the Group is subject to environmental regulation at the national and international level. The majority of the real properties held by the Group are industrial use land. Chemicals and other hazardous materials are generally substantial components in printed circuit board production. In the course of business operations, errors may occur in using, treating or disposing of hazardous materials, which may potentially give rise to substantial property damage and/or personal injury and thus entail corresponding levels of liability. The insurance coverage in place may turn out to be insufficient and may, in particular in cases involving insurance claims with high property damage and/or personal injury claims, give rise to substantial increases in costs. This, and the cost associated with compliance with enhanced environmental regulations or government requirements, discoveries of inherited contamination and potential liability on the part of the Group for investigating and remediating contaminated properties, could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group is also subject to a variety of environmental laws and regulations in various jurisdictions, where the Group’s production plants are located, including China, which impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage, and disposal of solid and hazardous wastes. The manufacturing of the Group’s products generates gaseous chemical wastes, liquid wastes, waste water and other industrial wastes from various stages of the manufacturing process. The Group’s production plants are subject to regulation and periodic monitoring by the relevant environmental protection authorities. Environmental claims or the failure to comply with current or future regulations could result in the assessment of and the Group’s liability for damages or the imposition of fines against the relevant subsidiaries of the Group, suspension of production, or cessation of operations and therefore could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group’s internal controlling and compliance processes may not be adequate to prevent or identify violations of law.

The Company has various Austrian, Chinese and other international subsidiaries and sells its products globally, which requires complex controlling and compliance processes. These processes may not be sufficient or may not work flawlessly at all times and therefore may not be adequate to prevent or identify improper business practises, fraud or violations of the law by its employees, representatives or agents, in particular given the international nature of the Group’s business. A failure of internal controlling and compliance processes could lead to a reputational loss as well as legal consequences, such as the imposition of fines or penalties, or claims for damages by third parties against the Issuer or the relevant subsidiaries of the Issuer. Any of these consequences or the costs related thereto could have a material adverse effect on the Group’s business, financial condition or results of operation.

The Group may not have sufficient insurance coverage for certain of the risks and liabilities it assumes in connection with the products and services it provides to customers, which could leave the Group responsible for certain costs and damages incurred by customers.

The Group carries various forms of business and liability insurance, including commercial general liability insurance, which the Group believes are reasonable and customary for similarly situated companies in the Group’s industry. However, the Group does not have insurance coverage for all of the risks and liabilities it assumes in connection with the products and services it provides to customers, such as potential warranty, product liability and product recall claims, in particular if exceeding certain amounts. As a result, such liability claims may only be partially covered under the Group’s insurance policies. The Group continues to monitor the insurance marketplace to evaluate the availability of and need to obtain additional insurance coverage in the future. However, should the Group sustain a significant uncovered loss, this could have a material adverse effect on the Group’s business, financial condition or results of operation.

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Risks relating to the Shareholder Structure, the Offering and the Shares

The Issuer’s Principal Shareholders could exercise substantial influence on the Issuer and their interests could run counter to the interests of other shareholders.

As of March 31, 2013 and prior to the Offering, 50.80% of the Issuer’s Shares are held in free float and 9.95% are treasury shares held by the Issuer itself. 21.51% of the Shares are held by Androsch Privatstiftung and 17.74% by Dörflinger-Privatstiftung. These Principal Shareholders may exercise substantial influence on all matters requiring the consent of the general meeting of the Company (“General Meeting”) including, in particular, the composition of the supervisory board (Aufsichtsrat) of the Company (“Supervisory Board”), and thus may exercise a substantial level of co-determination in respect of the Group’s business policies. The interests of the Principal Shareholders may run counter to the interests of other investors or the Group, which may lead to a material adverse effect on the Group’s business, financial condition or results of operation.

If the underwriting agreement is terminated prior to registration of the two tranches of the capital increase in the companies’ register, the Offer Shares will not or not fully be delivered and investors who conducted short sales will not be able to meet their obligations.

The Joint Lead Managers are underwriting the Offer Shares under the obligation of offering them to the Existing Shareholders for subscription on the basis of an underwriting agreement. The Joint Lead Managers may terminate the underwriting agreement under certain circumstances, in particular if a force majeure event were to occur. If the underwriting agreement is terminated prior to registration of the first tranche of the capital increase in the companies’ register of the Regional Court Leoben (Firmenbuch), the Offering will not take place and the Subscription Rights will no longer exist. If the underwriting agreement is terminated prior to the second tranche of the capital increase, Offer Shares except for validly exercised subscription rights will not be delivered. And even if the underwriting agreement should be terminated after the registration of the second tranche of the capital increase, the Offered Treasury Shares may not be delivered. Under such circumstances, investors will not be entitled to delivery of some or all of the Offer Shares. Any investors engaging in so-called short selling bear the risk of being unable to meet their obligation to deliver Offer Shares.

The trading volume of the Existing Shares has been low in the past and no assurance can be given that there will be a liquid market for the Shares after the Offering.

Before the Offering, the Shares have been traded on the Prime Market of the Vienna Stock Exchange with low trading volumes. Low trading volumes can trigger significant price movements and therefore lead to a sharp decline in the trading price of the Shares triggered even by small size orders. It is possible that there will be no liquid market for public trading of the Shares after the Offering and that the share price will drop below the Subscription and Offer Price. The Subscription and Offer Price does not necessarily indicate the price at which the Shares will be traded on the Vienna Stock Exchange following the Offering. If trading volumes continue to be low and the market is illiquid, investors might not be able to sell their Shares at the desired price, at the desired time or at all.

The market price of the Shares is volatile and could be adversely affected by future sales of the Shares in the public market.

The market price of the Shares is volatile and subject to sudden and significant declines. Price declines can result from a variety of factors, including the difference between the results the Issuer announces and forecasts by equity analysts; important contracts, mergers, acquisitions and strategic partnerships involving the Group or its competitors; fluctuations in the Group’s financial condition and operating results; changes in the macroeconomic environment or political or economic developments in which the Group operates; and general share price volatility in the markets where the Shares are listed or in the world markets overall. As a result, the investor may experience a material decline in the market price of the Shares.

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In addition, the market price of the Shares could fall due to sales of a large number of the Shares in the market or the perception that such sales could occur. Androsch Privatstiftung and Dörflinger-Privatstiftung agreed (subject to certain customary exceptions) not to sell or otherwise dispose of any Shares until 180 days after the closing of the Offering without the consent of the Joint Lead Managers. Should Androsch Privatstiftung and Dörflinger-Privatstiftung sell Shares in considerable quantities on the secondary market, whether before the expiration of this period or thereafter, or if the market believes that such sales will occur, it is possible that the Issuer’s share price will significantly decline.

Shareholders are exposed to the risk of a failure of the Issuer to make dividend payments.

The Issuer’s ability to pay dividends in the future is uncertain. The Issuer’s ability to pay dividends is dependent on, among other things, sufficient cash flows from operations and payment of dividends by its subsidiaries, which may be subject to restrictions (including regulatory and legal requirements). There can be no assurance that the Issuer will be able to pay a dividend or make any other return of capital to shareholders. In addition, the General Meeting could decide to withhold distributions in full or in part even if the Issuer were able to pay a dividend. Therefore, shareholders may not receive any dividend at all.

Shareholders’ interests in the Issuer may be diluted if the Issuer issues additional shares in the future.

In the future the Issuer may decide to raise further capital to finance its business activities. The issuance of equity securities, the exercise of any convertible bonds or bonds with warrants which the Issuer may issue in the future, the purchase of other enterprises or participations in enterprises in exchange for shares as well as mergers, if so approved by the General Meeting, may lead to a commercial dilution of shareholders’ interests in the Issuer. Under Austrian corporate law, shareholders have preferential statutory subscription rights (Bezugsrechte) in respect of any new shares issued by the Issuer in a capital increase in proportion to their shareholdings. Subscription rights may be excluded (or the Management Board and the Supervisory Board may be authorized to exclude the subscription rights) with a majority vote of at least 75% of the share capital of the Issuer represented in the passing of such exclusion by the General Meeting of the Issuer. Also, due to restrictions in other jurisdictions, such as the United States, shareholders outside Austria may be prohibited under applicable law or excluded under the terms of the capital increase from participating in future capital increases. Should any of these events occur, shareholders would suffer dilution, i.e. the percentage of interest they hold in the Issuer and the percentage of voting rights they are entitled to exercise, would decrease.

The price at which investors will be able to subscribe for or acquire Offer Shares may be higher than the price at which they could have purchased Shares in the market.

The Subscription and Offer Price has been determined prior to the commencement of the Offering. In case the Subscription and Offer Price exceeds the market price for the Shares during the Subscription and Offer Period, investors subscribing for acquiring Offer Shares will do so at a price that is higher than what they would have paid by purchasing Shares in the secondary market.

Rights of shareholders in an Austrian corporation may differ from rights of shareholders in a corporation organized under the laws of another jurisdiction.

The Issuer is a joint stock corporation (Aktiengesellschaft) organized under the laws of Austria. The rights of the Issuer’s shareholders are governed by the Issuer’s articles of association and by Austrian law. These rights may differ in some respects from the rights of shareholders in corporations organized in jurisdiction other than Austria. In addition, it may be difficult for investors to enforce the securities laws of other jurisdictions, or to prevail with a claim against the Issuer based on those laws.

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Unexercised Subscription Rights will lapse without compensation and the interests of shareholders who elect not to participate in the Offering will be diluted. Investors purchasing Subscription Rights will lose the purchase price for such Subscription Rights in case of a termination of the Rights Offering. International investors may suffer dilution if they are unable to participate in the Offering or future capital increases.

If shareholders or holders of Subscription Rights fail to duly exercise their Subscription Rights prior to the end of the Subscription and Offer Period, the Subscription Rights will lapse and such shareholders or holders of Subscription Rights will receive no compensation for them. Shareholders or holders of Subscription Rights who do not, or only partially, exercise their Subscription Rights will experience a decrease in the percentage interest they hold in the Issuer’s nominal share capital and in the percentage of voting rights they are entitled to exercise. Investors purchasing Subscription Rights in the Subscription Rights trading will lose the purchase price for such Subscription Rights in case of a termination of the Rights Offering. International investors may suffer dilution if they are unable to participate in the Offering or future capital increases due to regulatory restrictions, in particular if they are not allowed to exercise or trade their subscription rights.

Fluctuation in exchange rates may influence the value of the Shares and dividends for investors outside the Eurozone.

The Shares will be priced, quoted and traded in Euro. Accordingly, investors outside the Eurozone are subject to adverse movements in their local currency against the Euro, which may reduce the value of the Shares, as well as potential dividends or distributions paid in Euro in relation to the Shares.

In the event of the Company's insolvency, its shareholders could suffer a total loss in the value of their Shares.

Under the Austrian Insolvency Act, in the event of insolvency, a company’s financial and trade creditors are generally entitled to receive payment from its assets before any assets are distributed among the company’s shareholders. Thus, if the Company were to be declared insolvent, it would be very likely that all or substantially all of the Company’s assets would be used to satisfy the claims of its creditors and investors in the Shares would suffer a complete loss of their investment or at least a substantial part of it.

A suspension of trading in the Shares on the Vienna Stock Exchange could adversely affect the share price.

With respect to securities publicly traded in Austria, the FMA is authorized to suspend or request the relevant regulated market on which securities are admitted to trading to suspend such securities from trading, if, in its opinion, the respective issuer’s situation is such that continued trading would be detrimental to the investors’ interest. The FMA is further authorized to instruct the Vienna Stock Exchange to suspend trading in an issuer’s securities in connection with measures taken against market manipulation and insider trading. The Vienna Stock Exchange must suspend trading in securities which no longer comply with the rules of the regulated market, unless such step would cause significant damage to investors’ interests or the orderly functioning of the market. If the Vienna Stock Exchange does not do so, the FMA could demand the suspension of trading in securities if it is in the interest of the orderly functioning of the market and does not impair investors’ interests. Existing orders are deemed void if trading is suspended. Any suspension of trading (other than for protecting investors’ interest) could adversely affect the price and the liquidity of the Shares and, consequently, could have a negative effect on investors’ ability to sell the Shares at a satisfactory price.

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THE OFFERING

General

The Offering comprises up to 15,527,412 Offer Shares, consisting of up to 12,950,000 shares newly issued by the Company following a share capital increase in two tranches from authorized capital (the “New Shares”) and up to 2,577,412 offered treasury shares (the “Offered Treasury Shares”) (corresponding to all treasury shares held by the Company at the date of this Prospectus).

All Offer Shares are ordinary no-par value bearer shares, each share representing a calculated notional amount of EUR 1.10 of the nominal share capital of the Company. Each Offer Share carries a right to vote at the General Meeting and full dividend rights from, and including, the financial year ended March 31, 2014.

The Company’s shareholders are invited to exercise their Subscription Rights to subscribe for the Offer Shares in the Rights Offering. Offer Shares for which Subscription Rights are not exercised in the Rights Offering will be offered in (i) a public offering to retail and institutional investors in the Republic of Austria (“Austria”) (the “Austrian Offering”) and (ii) a non-public offering outside Austria and the United States to selected institutional investors in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions (the “International Institutional Offering”). The offerings referred to in (i) and (ii) are hereinafter referred to as the “Global Offering”, and together with the Rights Offering and the Pre-placement (as defined below) as the “Offering”.

The Offering consists of the Rights Offering of the Offer Shares to the Existing Shareholders of the Company, and the Global Offering of those Offer Shares for which Subscription Rights are not exercised and which were not placed in the Pre-placement as described below (the “Rump Shares”).

Up to 3,367,471 Offer Shares will initially be offered in private placements to selected institutional investors in Austria and outside of Austria in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions (the “Pre-placement“). The Pre-placement will take the form of a bookbuilding procedure and is expected to take place on September 17, 2013 and September 18, 2013. The Pre-placement and the Offering are subject to the registration of the two tranches of the capital increase with the companies’ register.

The Offering has not been and will not be registered under the securities laws of any jurisdiction other than Austria; in particular, no action has been or will be taken in any jurisdiction other than Austria that would permit a public offering of Offer Shares (or the Subscription Rights in respect of the New Shares). Prospective investors and depositary banks should advise themselves of applicable laws and regulations. The Subscription Rights and the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States. Subscription Rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the U.S. Securities Act and Offer Shares may be offered or sold only outside the United States in reliance on Regulation S under the U.S. Securities Act or pursuant to other applicable exemptions.

Neither the Company nor the Joint Lead Managers will charge expenses to investors relating to the Offering. Investors will have to bear customary transaction and handling fees charged by their account–keeping financial institution.

Joint Lead Managers

The Joint Lead Managers Joh. Berenberg, Gossler & Co. KG and Erste Group Bank AG are acting as global coordinators and joint bookrunners in the Offering. The New Shares will be subscribed by the Joint Lead Managers in equal parts in accordance with section 153 para. 6 of the Austrian Stock Corporation Act (Aktiengesetz), with the obligation to provide the New Shares to Existing Shareholders of the Company or holders of Subscription Rights, as the case may be, who have exercised Subscription Rights.

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Subscription and Offer Period

The Subscription and Offer Period during which shareholders of the Company may exercise their Subscription Rights and during which investors may offer to purchase Offer Shares in the Global Offering begins on September 19, 2013, and is expected to end on October 3, 2013, and may be extended or terminated at any time. The Offering may be terminated, suspended or extended and the Subscription and Offer Period may be extended or terminated at the absolute discretion of the Company and the Joint Lead Managers at any time. Subscription Rights not exercised by the end of the Subscription and Offer Period will expire without value. After commencement of trading in the New Shares, the Offering may be revoked only in the circumstances described under “—Termination of the Offering”.

Subscription ratio

Prior to the commencement of the Subscription and Offer Period, the management board (Vorstand) of the Company (“Management Board”), with the approval of the Supervisory Board, has set the subscription ratio for every 3 Existing Shares held at 2 Offer Shares. This subscription ratio includes the right to subscribe for the New Shares and Offered Treasury Shares. Androsch Privatstiftung has waived up to 31,470 Subscription Rights to enable the subscription ratio of 3 : 2 if all other Subscription Rights are exercised.

Subscription and Offer Price, number of Offer Shares

Subscription rights may be exercised at the Subscription and Offer Price. The maximum Subscription and Offer Price is EUR 9.50 per Offer Share. The Subscription and Offer Price will be determined by the Company in consultation with the Joint Lead Managers based on the outcome of the bookbuilding procedure in the Pre-placement and is expected to be announced and published, including by way of an ad-hoc announcement, via electronic media, on or about September 18, 2013 and by short notice in the Official Gazette (Amtsblatt zur Wiener Zeitung) shortly thereafter, and will be deposited with FMA in accordance with the Capital Markets Act. The Subscription and Offer Price will be identical in the Pre-placement, the Rights Offering and the Global Offering.

The final definitive number of Offer Shares will be determined by the Company in consultation with the Joint Lead Managers on the basis of the Subscription Rights exercised and the orders received in the placement of the Rump Shares on or about October 4, 2013 and will be published immediately thereafter by means of an ad-hoc announcement on an electronic news information system and also, shortly thereafter, in the Official Gazette (Amtsblatt zur Wiener Zeitung). Such information will also be deposited with the FMA in accordance with the Capital Markets Act on or about October 4, 2013.

The Subscription and Offer Price for Offer Shares subscribed in the Pre-placement will be due and payable no later than September 24, 2013 and for Offer Shares subscribed in the Rights Offering or the Global Offering no later than October 9, 2013 (the date on which payment is received). No expenses or taxes will be charged to the subscribers for or the purchasers of the Offer Shares, except for customary banking charges. Prospective subscribers and investors are advised to inform themselves about these costs.

Rights Offering

Exercise of Subscription Rights

The Company’s shareholders are entitled to exercise their Subscription Rights in respect of the Offer Shares during the Subscription and Offer Period which starts on September 19, 2013 and is expected to end on October 3, 2013. The Subscription Rights not exercised by October 3, 2013 will expire without value.

Based on the subscription ratio of 3 : 2 shareholders of the Company may subscribe for every 3 Existing Shares held to 2 Offer Shares as of September 18, 2013, 23:59 CEST. Shareholders who do not hold a

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number of Existing Shares divisible by three will not be able to exercise their Subscription Rights in full. Offer Shares can only be subscribed for in multiples of two. The Company reserves the right to maintain the subscription ratio even if the definitive size of the Offering is reduced. This might lead to an increase of a shareholder’s interest in the share capital of the Company if a shareholder exercises all of his Subscription Rights to acquire Offer Shares in the Rights Offering and if the definitive number of New Shares to be issued in the Offering is lower than the maximum number of Offer Shares (i.e., lower than 15,527,412).

Subscriptions for the Offer Shares will be accepted by Erste Group Bank AG, acting as subscription agent (Bezugsstelle) (the “Subscription Agent”), as well as by all other credit institutions in Austria, during ordinary business hours. Holders of Subscription Rights held through a depositary bank that maintains a securities account with OeKB or through a financial institution that is a participant in Euroclear or Clearstream must exercise their Subscription Rights by instructing such bank or financial institution to subscribe for Offer Shares on their behalf in accordance with any applicable procedures established by their depositary bank or financial institution. Such depositary bank and financial institution will forward subscriptions to the Subscription Agent. The exercise of a Subscription Right by shareholders or holders of Subscription Rights is irrevocable and cannot be annulled, modified, cancelled or revoked.

From September 19, 2013, 00:00 CEST, Existing Shares will be traded without Subscription Rights (“ex subscription rights”). Subscription Rights will be transferable; the ISIN for the Subscription Rights is AT0000A120R2. The Subscription Rights will be traded on the Vienna Stock Exchange from and including September 25, 2013 to September 27, 2013. Holders of Subscription Rights can acquire additional Subscription Rights on the market in order to acquire New Shares, or can sell their Subscription Rights in the market, subject to certain restrictions as set out in “Selling Restrictions”.

Shareholders resident outside the Company’s home country, Austria, may be restricted in their ability to exercise their Subscription Rights. The shareholders are therefore required to inform themselves about and observe any such restrictions. The Subscription Rights have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States. Consequently, Subscription Rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the U.S. Securities Act.

Any extension of the Subscription and Offer Period or termination of the Rights Offering will be published via electronic media and in the Official Gazette (Amtsblatt zur Wiener Zeitung) as soon as possible thereafter. In the event of a termination of the Rights Offering, Subscription Rights already exercised will become void and any payment made for the subscription will be returned to the subscriber without interest.

If a shareholder or holder of Subscription Rights submits an invalid subscription or the Rights Offering is terminated, claims with respect to bank fees and other investor costs incurred in connection with the subscription will be governed by the contractual relationship between such investor and the financial institution that accepted the subscription.

Global Offering

The Rump Shares will be offered in (i) a public offering to retail and institutional investors in Austria and (ii) a non-public offering outside Austria and the United States to selected institutional investors in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions.

The definitive number of Offer Shares available for sale in the Global Offering will be determined after expiry of the Subscription and Offer Period. The Subscription and Offer Period during which investors may offer to purchase Offer Shares in the Global Offering begins on September 19, 2013, and is expected to end on October 3, 2013.

Prospective investors seeking to purchase Offer Shares in the Global Offering are advised to contact their bank, broker or other financial adviser for further details regarding the manner in which purchase

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orders for Offer Shares are to be processed. There will be no minimum and no maximum number of Offer Shares for which purchase orders may be submitted by prospective investors in the Global Offering, whether expressed as a number of Offer Shares or an amount in EUR. Multiple purchase orders will be accepted, subject to allocation as described below. Prospective investors in the Global Offering may withdraw any purchase orders placed until the end of the Subscription and Offer Period.

Participation of the Principal Shareholders in the Offering

Prior to the Offering, Androsch Privatstiftung held 21.51% and Dörflinger-Privatstiftung held 17.74% of the Existing Shares. Androsch Privatstiftung has undertaken vis a vis the Joint Lead Managers to (indirectly) subscribe for EUR 5,000,000 in Offer Shares and Dörflinger-Privatstiftung has undertaken to (indirectly) subscribe for EUR 15,000,000 in Offer Shares in the Offering (the “Firm Orders”). To facilitate the Pre-placement, the Principal Shareholders have waived Subscription Rights (Androsch Privatstiftung: 4,267,970 Subscription Rights in addition to the 31,470 Subscription Rights waived to facilitate the subscription ratio, Dörflinger-Privatstiftung: 783,237 Subscription Rights). Assuming that the Principal Shareholders subscribe for EUR 5,000,000 in Offer Shares and EUR 15,000,000 in Offer Shares, respectively, and assuming an Subscription and Offer Price corresponding to the closing price of the Shares on September 16, 2013 of EUR 7.99, Androsch Privatstiftung will hold 15.95% and Dörflinger-Privatstiftung will hold 16.66% of the Shares outstanding after the Offering.

Participation of Intel Capital Corporation in the Offering

AT & S has been informed that Intel Capital Corporation (a subsidiary of Intel Corporation) intends to place a bid to purchase up to EUR 5 million in New Shares being made available in the Pre-placement prior to the Rights Offering although there is no guarantee that it will receive any Shares as a result of its bid.

Timetable for the Offering

The anticipated timetable for the Offering is as follows:

September 17, 2013............. Approval of the Prospectus by the Austrian Financial Markets Authority (Finanzmarktaufsicht) (FMA)

September 17, 2013............. Publication of the Prospectus on the website of the Company and making available printed copies of the Prospectus free of charge during regular business hours at the Company’s business address at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria.

September 17, 2013............. Start of the Pre-placement

September 18, 2013............. End of the Pre-placement and determination of the Subscription and Offer Price (latest date)

September 18, 2013............. Publication of the Subscription and Offer Price (latest date)

September 19, 2013............. Publication of the subscription invitation related to the Rights Offering in the Official Gazette (Amtsblatt zur Wiener Zeitung) and in electronic form on the Company’s website (http://www.ats.net/ats-login)

September 19, 2013............. Existing Shares trade ex Subscription Rights

September 19, 2013............. Commencement of the Subscription and Offer Period

September 20, 2013............. Expected registration of the first tranche of the capital increase with the companies’ register at the Regional Court Leoben

September 24, 2013............. Expected start of trading of the New Shares allocated in the Pre-placement on Vienna Stock Exchange

September 24, 2013............. Expected book-entry delivery of the Offer Shares allocated in the Pre-placement against payment of the Subscription and Offer Price

October 3, 2013 ................... End of the Subscription and Offer Period

October 4, 2013 ................... Publication of the results of the Offering via ad-hoc announcement and on the Company’s website

October 7, 2013 ................... Expected registration of the second tranche of the capital increase with the companies’ register at the Regional Court Leoben

October 9, 2013 ................... Expected start of trading of the New Shares allocated in the Rights Offering and the Global Offering on Vienna Stock Exchange

October 9, 2013 ................... Expected book-entry delivery of the Offer Shares allocated in the Rights Offering and the Global Offering against payment of the Subscription and Offer Price

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Allocation

After the Subscription and Offer Period the Offer Shares for which Subscription Rights are not exercised in the Rights Offering will be allocated to investors based on submitted purchase orders. Other than investors which were allocated Offer Shares in the Pre-Placement, no class of investors will receive preferential treatment in respect of allocations. The amount of Offer Shares, if any, allocated to an investor will be determined in the absolute discretion of the Company and the Joint Lead Managers. Prospective investors in the Austrian Offering and the International Institutional Offering are therefore advised to contact their bank, broker or other financial advisor for details regarding the actual allocation of Offer Shares made to them. Although the Company does not accept any responsibility therefore, the Company expects that information regarding allocations in the Rights Offering and the Global Offering will be made available by these institutions on or about the day on which trading in New Shares allocated in the Rights Offering and the Global Offering is expected to commence.

Hard underwriting

Pursuant to the underwriting agreement to be entered into by the Company and the Joint Lead Managers on September 17, 2013 (the “Underwriting Agreement”), the Joint Lead Managers have agreed to purchase themselves from the Company Offer Shares up to a total maximum volume of EUR 25 million (the “Hard Underwriting Shares”) at the Subscription and Offer Price if not all Rump Shares can be placed in the Global Offering (the “Hard Underwriting”), subject to certain conditions precedent (as set out in “—Termination of the Offering”), particularly, the subscription and payment of the Principal Shareholders according to the Firm Orders. Each Joint Lead Manager is liable only for its portion of the Hard Underwriting, being EUR 12.5 million per Joint Lead Manager.

Termination of the Offering

Pursuant to the Underwriting Agreement, the obligations of the Joint Lead Managers are subject to the fulfillment of conditions precedent such as the subscription and payment of the Principal Shareholders according to the Firm Orders, the registration of the two tranches of the capital increase creating the New Shares with the companies’ register and other customary conditions, and the Joint Lead Managers have the right to terminate the Underwriting Agreement under certain circumstances, including the occurrence of events of force majeure, up until the Closing Date which is expected to be on or about October 9, 2013.

In the event of termination, all exercised Subscription Rights as well as all purchase orders placed in the Pre-placement and in the Global Offering will become void. However, if a termination of the Underwriting Agreement occurs after registration of the first tranche of the capital increase with the companies’ register or at a time when the registration of such tranche cannot be prevented, delivery of the Offer Shares in the Rights Offering is reserved. If a termination of the Underwriting Agreement occurs after the closing of the Pre-placement, the delivery of the Offer Shares in the Pre-placement is not affected.

Settlement

The closing of the Pre-placement will take place after the commencement of trading in the New Shares allocated in the Pre-placement on the Vienna Stock Exchange. The closing of the Rights Offering and the Global Offering will take place after the commencement of trading in the New Shares allocated in the Rights Offering and the Global Offering on the Vienna Stock Exchange.

If an investor, including a shareholder or a holder of Subscription Rights, has sold Offer Shares to a third party prior to the delivery of such Offer Shares in book-entry form and is unable to meet its obligations to deliver the Offer Shares to a third party due to the termination of the Underwriting Agreement by the Joint Lead Managers, any legal recourse will arise exclusively from and be limited to the contractual relationship between the investor and such third party. In case of short sales in the Offer Shares by investors, the selling investor bears the risk of being unable to fulfill its delivery obligation.

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Stabilization

In connection with the Offering, Erste Group, acting on behalf of the Joint Lead Managers, as stabilization manager may, itself or through affiliates, engage in stabilizing activities aimed at supporting the exchange or market price of the Shares in order to offset selling pressure in those securities. The stabilization manager is not obligated to stabilize and there is no guarantee that stabilization will take place at all. Stabilization, if undertaken at all, can be stopped at any time without prior notice. Stabilizing activities may take place from the day of the publication of the Subscription and Offer Price is published (expected to be on or about September 18, 2013) and must end no later than on the thirtieth calendar day after the date of commencement of trading in the New Shares allocated in the Rights Offering and the Global Offering on the Vienna Stock Exchange (the “Stabilization Period”). Stabilization may result in an exchange or market price of the Shares that is higher than might otherwise prevail, and the exchange or market price may reach a level that cannot be maintained on a permanent basis.

Following the end of the Stabilization Period, information regarding stabilizing activities (including the extent to which it has taken place, the dates on which the first and last stabilization trades were executed, and the dates on and price range within which all stabilization activity took place) will be published in accordance with Article 9 (3) of Regulation (EC) No. 2273/2003.

Form, delivery and payment

The Offered Treasury Shares are, and the New Shares will be, represented by a modifiable global certificate (veränderbare Sammelurkunde) that will be deposited with OeKB, Am Hof 4, 1010 Vienna, Austria.

Offer Shares assigned in the Pre-placement are expected to be delivered in book entry form through the facilities of OeKB, Euroclear and Clearstream against payment of the Subscription and Offer Price on or about September 24, 2013 and Offer Shares allocated in the Rights Offering and in the Global Offering on or about October 9, 2013.

Admission to the Vienna Stock Exchange and commencement of trading

Application will be made to list the New Shares on the Official Market of the Vienna Stock Exchange, where the Existing Shares are already admitted to trading. Subject to approval by the Vienna Stock Exchange, trading in the New Shares allocated in the Pre-placement on the Vienna Stock Exchange is expected to commence on or about September 24, 2013 and trading in New Shares allocated in the Rights Offering and the Global Offering is expected to commence on or about October 9, 2013.

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USE OF PROCEEDS

The Company will receive the net proceeds from the Offering comprising the gross proceeds from the sale of the Offer Shares less the commission of the Joint Lead Managers and other offering-related costs incurred by the Company (“Net Proceeds”). The Net Proceeds depend on the actual number of Offer Shares sold, the commissions and the actual offering-related costs.

Based on the closing price of the Existing Shares on the Vienna Stock Exchange on September 16, 2013 of EUR 7.99, and assuming that the maximum number of 15,527,412 Offer Shares is sold in the Offering, the gross proceeds from the sale of 15,527,412 Offer Shares would amount to approximately EUR 124.1 million. The Company estimates that its total costs (including commissions payable to the Joint Lead Managers and other offering-related costs incurred by the Company) will amount to approximately EUR 5.7 million and, therefore, the Net Proceeds would amount to approximately EUR 118.4 million.

The Company intends to make the Offering and use the Net Proceeds of the Offering to finance its planned expansion, in particular to expand its business to include the production of IC substrates, to reinforce the Group’s financial flexibility and for general corporate purposes.

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DIVIDEND POLICY

Holders of the Shares are entitled to an annual dividend declared in respect of the Company’s financial year. The New Shares have the same dividend rights as all other issued Shares, including full dividend rights for the entire financial year ended March 31, 2014. The payment and amount of dividends on the Shares are subject to approval by the shareholders at the Company’s annual General Meeting.

AT & S paid the following dividends per Existing Share for the financial years ended March 31, 2013, 2012 and 2011:

Financial year ended March 31, 2013 2012 2011Amount of dividends per Existing Share (excluding treasury shares, in EUR).................. 0.20 0.32 0.36Total amount of dividends (in EUR million)....................................................................... 4.7 7.5 8.4Payout ratio (in %)(1) ............................................................................................................ 33.08 28.11 23.87

(1) Calculated as percentage of profit attributable to owners of the Company which is distributed to its shareholders in the form of dividends.

(Source: Internal data.)

Past dividends are not an indication of future dividends to be paid by the Company. See “Risk Factors—Risks relating to the Shareholder Structure, the Offering and the Shares—Shareholders are exposed to the risk of a failure of the Issuer to make dividend payments”. Due to significant investments planned by the Company, the Management Board intends to re-invest significant amounts of profit and maintain – during such phase of significant investments – a moderate dividend payout policy.

The Company’s ability to pay dividends is based on its unconsolidated financial statements prepared in accordance with Austrian GAAP. Dividends may be paid only from the annual net profit (Bilanzgewinn) recorded in the Company’s unconsolidated annual financial statements as approved. In determining the amount available for distribution, the annual net income (Jahresüberschuss) must be adjusted to account for any accumulated undistributed net profit or loss from previous years as well as for withdrawals from or allocations to reserves. Certain reserves must be established by law, and allocation to such reserves must therefore be deducted from the annual net income in order to calculate the annual net profit. See “Risk Factors—Risks relating to the Shareholder Structure, the Offering and the Shares—Shareholders are exposed to the risk of a failure of the Issuer to make dividend payments.”.

Dividends paid by the Company may be subject to Austrian withholding tax. See “Taxation—Taxation of dividends”.

Pursuant to the Company’s articles of association, the annual General Meeting resolves on the allocation of accumulated annual net profit every year. The General Meeting may, contrary to the proposed allocation of profits, exclude completely or partly accumulated profits from distribution. Accordingly, there can be no assurance that any dividends will be paid or that, if paid, they will be in accordance with the policy described above.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth the Company’s capitalization and indebtedness as of June 30, 2013: (i) on an actual basis and (ii) as adjusted to reflect the issuance and sale of 15,527,412 Offer Shares at an assumed Subscription and Offer Price of EUR 7.99 per Share (being the closing price of the Existing Shares on the Vienna Stock Exchange on September 16, 2013) and following the deduction of the commissions payable to the Joint Lead Managers and other offering-related costs incurred by the Company in an amount of approximately EUR 5.7 million as discussed under “Use of Proceeds”. The information has been derived from the Unaudited Interim Consolidated Financial Statements. This table should be read in conjunction with the Operating and Financial Review and the Consolidated Financial Statements incorporated by reference in this Prospectus.

As of June 30, 2013

Actual As adjusted for this

Offering (unaudited, in EUR million) Non-current liabilities (less current portion of non-current liabilities)......................... 211.6 211.6

thereof guaranteed ........................................................................................................... 0.0 0.0thereof secured................................................................................................................. 0.0 0.0thereof unguaranteed and unsecured .............................................................................. 211.6 211.6

Current liabilities (including current portion of non-current liabilities) ...................... 224.4 224.4thereof guaranteed ........................................................................................................... 0.0 0.0thereof secured................................................................................................................. 32.0 32.0thereof unguaranteed and unsecured............................................................................... 192.4 192.4

Equity.................................................................................................................................... 306.7 425.1thereof share capital......................................................................................................... 45.9 164.3thereof other reserves ...................................................................................................... 37.6 37.6thereof retained earnings ................................................................................................. 223.2 223.2thereof non-controlling interests ..................................................................................... (0.0) (0.0)

Total capitalization.............................................................................................................. 742.7 861.1 Cash and cash equivalents .................................................................................................. 98.4 216.7Current financial assets ...................................................................................................... 0.8 0.8 Current financial liabilities ................................................................................................ 129.8 129.8

thereof bonds ................................................................................................................... 3.1 3.1thereof export loans ......................................................................................................... 32.0 32.0thereof loans from public authorities .............................................................................. 0.1 0.1thereof other bank borrowings ........................................................................................ 94.6 94.6thereof derivative financial instruments.......................................................................... 0.0 0.0

Net current financial indebtedness .................................................................................... 30.6 (87.8) Non-current financial liabilities ......................................................................................... 168.8 168.8

thereof bonds ................................................................................................................... 99.3 99.3thereof export loans ......................................................................................................... 0.0 0.0thereof loans from public authorities .............................................................................. 0.4 0.4thereof other bank borrowings ........................................................................................ 69.1 69.1thereof derivative financial instruments.......................................................................... 0.0 0.0

Net financial indebtedness .................................................................................................. 199.4 81.1

(Source: Unaudited Interim Consolidated Financial Statements and internal data.)

Working capital statement

In the opinion of Management, the working capital is sufficient to cover the Group’s foreseeable payment obligations for a period of at least 12 months following the date of this Prospectus.

No material adverse change

There has been no material adverse change in the Group’s financial and trading position since June 30, 2013.

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DILUTION

As of June 30, 2013, the net assets of AT & S on a consolidated basis amounted to approximately EUR 306.8 million, or EUR 13.15 per Existing Share outstanding, based on 23,322,588 Existing Shares outstanding, each representing a calculated notional amount of EUR 1.10 of the nominal share capital. Net assets are calculated as total assets less total liabilities less capital attributable to non-controlling shareholders. Net assets per Existing Share outstanding are determined by dividing net assets by the number of Existing Shares outstanding.

Assuming the issue of 15,527,412 Offer Shares in this Offering at the closing price of the Existing Shares on the Vienna Stock Exchange on September 16, 2013 of EUR 7.99, the Company’s net assets as of June 30, 2013 would have been approximately EUR 425.6 million, or EUR 10.95 per Share, after deducting the commissions payable to the Joint Lead Managers and other offering-related costs incurred by the Company. This represents an immediate decrease of approximately EUR 2.20 or approximately 16.7% in the net assets per Existing Share for existing shareholders who do not exercise their Subscription Rights, and an immediate accretion in net assets of approximately EUR 2.96 or 37.1% per Offer Share to new investors purchasing Offer Shares in the Offering. Accretion per Share to new investors is determined by subtracting the net assets per Share after the Offering from the closing price of the Existing Shares on the Vienna Stock Exchange on September 16, 2013.

The following table illustrates the per share dilution:

Closing price on September 16, 2013 ................................................................................................................ EUR 7.99 Net assets per Existing Share outstanding as of June 30, 2013......................................................................... EUR 13.15 Dilution per Share attributable to existing shareholders (in EUR).................................................................... EUR 2.20 Dilution per Share attributable to existing shareholders (in %) ........................................................................ 16.7% Net assets per Share after the Offering .............................................................................................................. EUR 10.95 Accretion per Offer Share attributable to new investors (in EUR) ................................................................... EUR 2.96 Accretion per Offer Share attributable to new investors (in %) ........................................................................ 37.1%

(Source: Internal data.)

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of AT & S should be read in conjunction with, and are qualified by reference to, the Operating and Financial Review and the Consolidated Financial Statements incorporated by reference in this Prospectus. The consolidated statement of profit or loss data for the years ended March 31, 2013, 2012 and 2011 and the consolidated statement of financial position data as of March 31, 2013, 2012 and 2011 are derived from the Audited Annual Consolidated Financial Statements incorporated by reference in this Prospectus and should be read in conjunction with those Audited Annual Consolidated Financial Statements. The consolidated statement of profit or loss data for the three months ended June 30, 2013 and 2012 and the consolidated statement of financial position data as of June 30, 2013 are derived from the Unaudited Interim Consolidated Financial Statements incorporated by reference in this Prospectus. Results for the three months ended June 30, 2013 are not necessarily indicative of results that may be expected for the financial year ended March 31, 2014.

Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011 (in EUR million) (unaudited) (audited) Consolidated Statement of Profit or Loss Revenue ................................................................................ 142.5 126.0 541.7 514.2 487.9Cost of sales.......................................................................... (115.8) (110.6) (464.8) (430.7) (398.2)Gross profit ......................................................................... 26.8 15.4 76.9 83.5 89.8Distribution costs.................................................................. (7.4) (6.8) (28.2) (25.6) (24.9)General and administrative costs ........................................ (5.2) (4.7) (19.1) (21.6) (22.0)Other operating result........................................................... (0.8) (0.2) 1.3 5.9 6.3Non-recurring items ............................................................. (3.0) - - - (2.7)Operating result.................................................................. 10.4 3.7 30.9 42.1 46.5Finance income .................................................................... 0.0 0.2 0.5 2.7 6.3Finance costs ........................................................................ (3.4) (3.9) (15.4) (12.6) (9.5)Finance costs - net .............................................................. (3.3) (3.7) (14.8) (9.9) (3.2)Profit before tax.................................................................. 7.1 0.0 16.1 32.3 43.3Income taxes......................................................................... (0.5) 0.5 (2.0) (5.7) (8.3)Profit for the period ........................................................... 6.6 0.5 14.1 26.5 35.0 thereof owners of the parent company................................. 6.6 0.5 14.1 26.6 35.2thereof non-controlling interests .......................................... 0.0 (0.0). 0.0 (0.0) (0.1) Consolidated Statement of Cash Flows Net cash generated from operating activities....................... 27.5 6.1 71.7 87.2 70.7Net cash used in investing activities .................................... (11.0) (9.2) (40.5) (113.6) (116.7)Net cash generated from financing activities....................... 2.0 47.2 17.9 50.9 40.0Net increase/(decrease) in cash and cash equivalents.......... 18.5 44.1 49.1 24.5 (9.0)Cash and cash equivalents at end of the period ................... 98.4 74.8 80.2 29.7 4.2

As of June 30, As of March 31, 2013 2013 2012 2011 (in EUR million) (unaudited) (audited) Consolidated Statement of Financial Position Data Non-current assets ........................................................................................... 463.6 471.3 483.1 403.6Current assets .................................................................................................. 279.1 255.9 211.5 171.7Total assets ...................................................................................................... 742.7 727.2 694.7 575.3Equity .............................................................................................................. 306.7 312.5 283.1 229.8Non-current liabilities ..................................................................................... 211.6 204.6 223.4 126.1Current liabilities............................................................................................. 224.4 210.1 188.2 219.4Total liabilities................................................................................................. 436.0 414.7 411.5 345.5Total equity and liabilities............................................................................... 742.7 727.2 694.7 575.3

Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011 (in EUR million, unless stated otherwise) (unaudited) (audited, except as otherwise noted) Other Financial Data EBIT (corresponds to operating result)................................ 10.4 3.7 30.9 42.1 46.5EBIT margin (unaudited)(1) .................................................. 7.3% 2.9% 5.7% 8.2% 9.5%

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Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011 (in EUR million, unless stated otherwise) (unaudited) (audited, except as otherwise noted) EBITDA (unaudited)(2)......................................................... 28.1 21.0 101.9 103.4 96.0EBITDA margin (unaudited)(3) ............................................ 19.7% 16.7% 18.8% 20.1% 19.7%Capital expenditure .............................................................. 10.9 9.3 40.5 113.1 115.2Earnings per share (unaudited, in EUR)(4) ........................... 0.28 0.02 0.60 1.14 1.51ROE (unaudited)(5) ............................................................... 11.6% 0.7% 4.7% 10.3% 16.0%ROCE (unaudited)(6)............................................................. 9.5% 3.1% 5.5% 7.7% 9.8%ROS (unaudited)(7)................................................................ 4.6% 0.4% 2.6% 5.2% 7.2%

As of June 30, As of March 31, 2013 2013 2012 2011

(unaudited, in EUR million, unless stated otherwise) Net debt(8) ........................................................................................................ 199.3 217.4 242.5 193.7Net gearing(9) ................................................................................................... 65.0% 69.6% 85.7% 84.3%Equity ratio(10).................................................................................................. 41.3% 43.0% 40.8% 39.9%

(1) Calculated as operating result as a percentage of revenue. (2) Calculated as operating result before depreciation and amortization. (3) Calculated as EBITDA as a percentage of revenue. (4) Calculated as profit for the year attributable to owners of the parent Company divided by number of shares

outstanding. (5) Calculated as profit for the year attributable to owners of the parent Company divided by average equity attributable

to owners of the parent Company. (6) Calculated as EBIT less income taxes divided by the sum of net debt and equity attributable to owners of the parent

Company. (7) Calculated as profit for the year as a percentage of revenue. (8) Calculated as financial liabilities less cash and cash equivalents and financial assets. (9) Calculated as net debt divided by equity. (10) Calculated as equity divided by total assets. (Source: Consolidated Financial Statements and internal data.)

Segment reporting

Originally, the Group focused on the production and marketing of a very limited range of different products. Therefore, its internal reporting systems traditionally focused on the location of its production plants in Europe or Asia. Consequently, up until and including the financial statements for the financial year ended March 31, 2012, the Group’s operations were based on this internal reporting system and were divided into two geographical reporting segments: (i) Europe; and (ii) Asia. Pursuant to this previous geographical segment reporting, the sales and assets were allocated to the reporting segments in accordance with the location of the respective production plant in Europe or Asia.

As the Group’s product range and customer diversity increased in recent years, the focus of its Management also changed from a geographical perspective to a differentiation between customer industries. Consequently, as of April 1, 2012, internal reporting was changed from a reporting system, that focused on regional production plants, to a reporting system, that now focuses on customer industries. As a result of this change, the Group’s operations are divided into three reporting segments: (i) Mobile Devices; (ii) Industrial and Automotive; and (iii) Other, which includes the business unit Advanced Packaging. Each production plant’s sales and assets are allocated to the respective segment depending on its main customer industry. As the Other segment is still of minor importance for the Group (less than one percent of total revenue was generated by this segment in the financial year ended March 31, 2013), this segment is not discussed in detail in this Prospectus.

This Prospectus sets out both the current customer industry-based segmentation and the previous production plant-based segmentation. The current customer industry-based segmentation is set out for the three months ended June 30, 2013 and 2012 and for the three financial years ended March 31, 2013, 2012 and 2011 and changes between these periods are discussed pursuant to the current segment reporting system. Additionally, the previous production plant-based segmentation is set out for the three financial years ended March 31, 2013, 2012 and 2011 and changes between these periods are also discussed pursuant to the previous segment reporting system. However, due to the substantial change in

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the Group’s segment reporting, certain data provided in connection with the current customer industry-based segmentation are not available for the two financial years ended March 31, 2012 and 2011 and certain data provided in connection with the previous production plant-based segmentation are not available for the financial year ended March 31, 2013.

The following table sets forth certain statement of financial position and other data of the Group’s (current) Mobile Devices segment for the three months ended June 30, 2013 and 2012 and for the financial years ended March 31, 2013, 2012 and 2011:

Segment: Mobile Devices Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011

(in EUR million) (unaudited) (unaudited) (audited) (audited) (unaudited) Statement of Financial Position Data Segment sales ....................................................................... 87.4 78.6 334.7 320.4 284.7 Intersegment sales .......................................................... (12.9) (8.8) (37.4) (23.4) (10.9)Segment revenue, net ........................................................... 74.5 69.8 297.3 297.0 273.8Operating result (before consolidation) ............................... 9.7 1.4 21.2 n.a.(1) n.a.(1)

Other data Intangible and tangible fixed assets ..................................... 378.5 409.0 383.2 395.2 325.1Investments........................................................................... 10.9 12.8 29.7 88.5 109.9Depreciation/amortization.................................................... 15.3 14.8 60.8 51.3 40.4

(1) Operating result pursuant to the current reporting segments is not available for the financial years ended March 31, 2012 and 2011 as cost allocation in the financial years ended March 31, 2012 and 2011 was not reported pursuant to the current segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.)

The following table sets forth certain statement of financial position and other data of the Group’s (current) Industrial and Automotive segment for the three months ended June 30, 2013 and 2012 and for the financial years ended March 31, 2013, 2012 and 2011:

Segment: Industrial and Automotive Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011

(in EUR million) (unaudited) (unaudited) (audited) (audited) (unaudited) Statement of Financial Position Data Segment sales ....................................................................... 66.8 56.1 243.7 215.7 243.7 Intersegment sales .......................................................... (0.4) (0.2) (1.1) 0.0 (1.1)Segment revenue, net ........................................................... 66.4 55.9 242.6 215.7 242.6Operating result (before consolidation) ............................... 0.4 2.5 12.0 n.a.(1) 12.0

Other data Intangible and tangible fixed assets ..................................... 50.0 50.9 49.1 53.8 49.1Investments........................................................................... 1.5 0.8 4.2 11.2 4.2Depreciation/amortization.................................................... 2.1 2.0 7.9 8.1 7.9

(1) Operating result pursuant to the current reporting segments is not available for the financial years ended March 31, 2012 and 2011 as cost allocation in the financial years ended March 31, 2012 and 2011 was not reported pursuant to the current segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.)

The following table sets forth certain statement of financial position and other data of the Group’s (previous) Europe segment for the financial years ended March 31, 2013, 2012 and 2011:

Segment: Europe Financial year ended March 31, 2013 2012 2011

(in EUR million) (unaudited) (audited, except

as otherwise noted)

(audited, except as otherwise

noted) Statement of Financial Position Data External sales............................................................................................................... 245.0 326.2 356.9Intercompany sales...................................................................................................... 1.3 0 0

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Segment: Europe Financial year ended March 31, 2013 2012 2011

(in EUR million) (unaudited) (audited, except

as otherwise noted)

(audited, except as otherwise

noted) Total revenue............................................................................................................... 246.3 326.2 356.9 thereof inter-segment revenue............................................................................... (98.6) (170.6) (203.4)Segment revenue, net .................................................................................................. 147.7 155.6 153.5 thereof to customers in the mobile devices industry (unaudited)(1)...................... 17.9 16.1 9.6 thereof to customers in the automotive and industrial industries (unaudited)(1) .. 128.1 138.0 141.5 thereof to customers in other industries (unaudited)(1) ......................................... 1.6 1.4 2.3Operating result (before consolidation) ...................................................................... n.a.(2) 17.6 18.0

Other data Total assets .................................................................................................................. n.a.(3) 121.0 117.9Investments.................................................................................................................. n.a.(3) 8.3 6.5Depreciation/amortization........................................................................................... n.a.(3) 5.2 4.8

(1) Segment revenue, net, broken down by customer industries for the previous reporting segments Europe and Asia does not sum up to revenue reported for the current reporting segments Mobile Devices, Industrial and Automotive and Other due to re-allocations of revenue, which occurred in connection with the new segment reporting.

(2) Operating result pursuant to the previous reporting segments is not available for the financial year ended March 31, 2013 as cost allocation in the financial year ended March 31, 2013 was not reported pursuant to the previous segmentation and it is not possible to calculate these figures retroactively.

(3) Total assets, investments and depreciation/amortization are not available for the financial year ended March 31, 2013 as these figures are reported only for the current reporting segments.

(Source: Consolidated Financial Statements and internal data.)

The following table sets forth certain statement of financial position and other data of the Group’s (previous) Asia segment for the financial years ended March 31, 2013, 2012 and 2011:

Segment: Asia Financial year ended March 31, 2013 2012 2011

(in EUR million) (unaudited) (audited, except

as otherwise noted)

(audited, except as otherwise

noted) Statement of Financial Position Data External sales............................................................................................................... 296.7 188.0 131.1Intercompany sales...................................................................................................... 98.6 170.6 203.4Total revenue............................................................................................................... 395.4 358.6 334.5 thereof inter-segment revenue............................................................................... (1.4) (0.1) (0.0)Segment revenue, net .................................................................................................. 394.0 358.6 334.5 thereof to customers in the mobile devices industry (unaudited)(1)...................... 298.2 286.3 261.8 thereof to customers in the automotive and industrial industries (unaudited)(1) .. 95.8 72.3 72.7 thereof to customers in other industries (unaudited)(1) ......................................... 0.0 0.0 0.0Operating result (before consolidation) ...................................................................... n.a.(2) 29.5 39.4

Other data Total assets .................................................................................................................. n.a.(3) 574.8 459.5Investments.................................................................................................................. n.a.(3) 93.2 126.7Depreciation/amortization........................................................................................... n.a.(3) 55.7 44.0

(1) Segment revenue, net, broken down by customer industries for the previous reporting segments Europe and Asia does not sum up to revenue reported for the current reporting segments Mobile Devices, Industrial and Automotive and Other due to re-allocations of revenue, which occurred in connection with the new segment reporting.

(2) Operating result pursuant to the previous reporting segments is not available for the financial year ended March 31, 2013 as cost allocation in the financial year ended March 31, 2013 was not reported pursuant to the previous segmentation and it is not possible to calculate these figures retroactively.

(3) Total assets, investments and depreciation/amortization are not available for the financial year ended March 31, 2013 as these figures are reported only for the current reporting segments.

(Source: Consolidated Financial Statements and internal data.)

Restatement due to amendments in IAS 19

Amendments to IAS 19 (employee benefits), which were initially applied by the Group in connection with the preparation of the Unaudited Interim Consolidated Financial Statements, require retrospective application and therefore a restatement of previous periods.

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The amendments to IAS 19 primarily relate to the accounting for defined benefit plans and termination benefits. Most significantly, the amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur. The amendments require all actuarial gains and losses to be recognized immediately through other comprehensive income in order for the net pension asset or liability recognized in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus.

For purposes of this Prospectus, results for the three months ended June 30, 2013 and 2012 and statement of financial position data as of June 30, 2013 are set out and discussed in their restated form (taking into consideration the amendements to IAS 19) while results for the financial year ended March 31, 2013 and 2012 and 2011 are set out and discussed as set out in the Annual Audited Consolidated Financial Statements (not taking into consideration the amendements to IAS 19).

For illustrative purposes, the following tables set out the impact of the amendments to IAS 19 on (i) the Group’s consolidated statement of profit or loss for the three months ended June 30, 2012 and the financial year ended March 31, 2013 and (ii) and the Group’s consolidated statement of financial position data as of March 31, 2013:

Three months ended June 30, 2012

Financial year ended March 31, 2013

Restated As reported Restated As reported (unaudited) (unaudited) (audited) (in EUR million) Consolidated Statement of Profit or Loss Revenue ........................................................................................................... 126.0 126.0 541.7 541.7Cost of sales..................................................................................................... (110.6) (110.6) (464.6) (464.8)Gross profit .................................................................................................... 15.4 15.4 77.1 76.9Distribution costs............................................................................................. (6.8) (6.8) (28.2) (28.2)General and administrative costs ................................................................... (4.7) (4.7) (18.8) (19.1)Other operating result...................................................................................... (0.2) (0.2) 1.3 1.3Non-recurring items ........................................................................................ - -Operating result............................................................................................. 3.7 3.7 31.4 30.9Finance income ............................................................................................... 0.2 0.2 0.5 0.5Finance costs ................................................................................................... (3.9) (3.9) (15.4) (15.4)Finance costs - net ......................................................................................... (3.7) (3.7) (14.8) (14.8)Profit before tax............................................................................................. 0.0 0.0 16.5 16.1Income taxes.................................................................................................... 0.5 0.5 (2.0) (2.0)Profit for the period ...................................................................................... 0.5 0.5 14.6 14.1 thereof owners of the parent company............................................................ 0.5 0.5 14.6 14.1thereof non-controlling interests ..................................................................... 0.0 (0.0) 0.0 0.0 Consolidated Statement of Financial Position Data Non-current assets ................................................................................................................................................. 470.8 471.3Current assets ........................................................................................................................................................ 255.9 255.9Total assets ............................................................................................................................................................ 726.7 727.2Equity .................................................................................................................................................................... 304.8 312.5Non-current liabilities ........................................................................................................................................... 211.7 204.6Current liabilities................................................................................................................................................... 210.1 210.1Total liabilities....................................................................................................................................................... 421.8 414.7Total equity and liabilities..................................................................................................................................... 726.7 727.2

(Source: Consolidated Financial Statements and internal data.)

For more detailed information regarding the impact of the amendments to IAS 19 on the Group’s financial statements, see the Unaudited Interim Consolidated Financial Statements.

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OPERATING AND FINANCIAL REVIEW

This operating and financial review is based on the Audited Annual Consolidated Financial Statements as of and for the financial years ended March 31, 2013, 2012 and 2011 and the Unaudited Interim Consolidated Financial Statements as of and for the three months ended June 30, 2013. The Consolidated Financial Statements are incorporated by reference in this Prospectus and should be read in conjunction with this section. The Consolidated Financial Statements have been prepared in accordance with IFRS. The following operating and financial review contains certain forward-looking statements that are based on assumptions about the Group and its business. The Group’s actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Prospectus, particularly under “Risk Factors”.

Overview

The Group’s core business is the production of printed circuit boards and it is active in this line of business since its foundation in 1987. The product portfolio of AT & S includes single-sided, double-sided, multi-layer, HDI, flexible, rigid-flexible and semi-flexible types of printed circuit boards. As of March 31, 2013, the Group had six production plants in Austria, India, South Korea and China and 7,011 employees (March 31, 2012: 7,478, March 31, 2011: 7,486). The Group intends to close the production plant in Klagenfurt by the end of 2013 due to decreasing demand for single-sided PCBs. In the financial year ended March 31, 2013, the Group generated revenue of EUR 541.7 million, EBIT of EUR 30.9 million and a profit of EUR 14.1 million. Thereof, 54.9% of revenue and 68.5% of EBIT were generated by the Group’s Mobile Devices segment and 44.8% of revenue and 38.7% of EBIT were generated by Group’s Industrial and Automotive segment. The Other segment accounted only for 0.3% of revenue.

Segment reporting

The Company acts as the parent company of the Group’s 12 consolidated subsidiaries, in which it directly or indirectly has the power to control the financial and operating policies. As of the date of this Prospectus, two fully consolidated but non-operative Austrian subsidiaries are in the process of being liquidated. No associates are consolidated at equity in the Group’s financial statements.

In accordance with the management approach as defined by IFRS 8, the operating segments selected for segment reporting reflect the Group’s internal reporting structure.

Since April 1, 2012, the Group’s operations are divided into three reporting segments: (i) Mobile Devices; (ii) Industrial and Automotive; and (iii) Other, which includes the business unit Advanced Packaging. Each production plant’s sales and assets are allocated to the respective segment depending on its main customer industry. As the Other segment is of minor importance for the Group (less than one percent of the Group’s total revenue was generated by this segment in the financial year ended March 31, 2013), this segment is not discussed in detail in this Prospectus.

Prior to April 1, 2012, the Group’s internal reporting was based on the location of its respective production plants. Therefore, in its financial statements up until the financial year ended March 31, 2012, the Group’s operations were divided into two geographical reporting segments: (i) Europe; and (ii) Asia. Pursuant to this previous presentation of segment reporting, the sales and assets were allocated to the reporting segments in accordance with the location of the respective production plant in Europe or Asia and each of the segments also included the distribution activities attributable to the respective production plant.

This Prospectus sets out both the current customer industry-based segmentation and the previous production plant-based segmentation. The current customer industry-based segmentation is set out for the three months ended June 30, 2013 and 2012 and for the three financial years ended March 31, 2013, 2012 and 2011 and changes between these periods are discussed pursuant to the current segment reporting system. Additionally, the previous production plant-based segmentation is set out for the three

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financial years ended March 31, 2013, 2012 and 2011 and changes between these periods are also discussed pursuant to the previous segment reporting system. However, due to the substantial change in the Group’s segment reporting, certain data provided in connection with the current customer industry-based segmentation are not available for the two financial years ended March 31, 2012 and 2011 and certain data provided in connection with the previous production plant-based segmentation are not available for the financial year ended March 31, 2013.

In accordance with IFRS 8, additional information is provided on the geographical allocation of the Group’s revenue.

Current customer industry-based segmentation

Mobile Devices

The Group’s Mobile Devices segment is engaged in the production of printed circuit boards for mobile end user devices such as smartphones, tablets, digital cameras and portable media players. The printed circuit boards for these applications (mainly HDI circuit boards) are primarily produced in the Group’s Shanghai production plant.

Industrial and Automotive

The Group’s Industrial and Automotive segment supplies its products to automotive component suppliers and customers active in the industrial, medical technology, aerospace business as well as in other sectors. Production for this business segment takes place at the Group’s production plants in India and South Korea and in all Austrian production plants.

Other

The Group’s Other segment consists primarily of the business unit Advanced Packaging, which in the financial year ended March 31, 2013 accounted for the majority of the segment’s revenue (EUR 2.1 million), as well as of holding functions. The Advanced Packaging business unit is specialized in new, technologically highly advanced applications and its products are characterized by a variety of components, which are integrated directly into printed circuit boards in order to enable further reductions in the size of end user devices while also enhancing their functionality. The Group estimates this new technology to be useful in a wide range of applications. As the Advanced Packaging business unit is still under development, it is reported in the Group’s Other segment.

Previous production-plant based segmentation

Europe

In the Europe segment, the Group reported the sales generated by and the assets pertaining to its three production plants in Austria (Leoben-Hinterberg, Fehring, and Klagenfurt). The share of the Group’s total revenue which was attributable to the Europe segment had decreased in recent years due to the growing importance of and focus on the production plants in Asia. The production plants in Austria generally produce applications for the European market and also, increasingly, for the American market. Therefore, the Austrian production plants are characterized by short processing times, special applications and a particular emphasis on cooperation with its customers.

Asia

In the Asia segment, the Group reported the sales generated by and the assets pertaining to its three production plants in China (Shanghai), India (Nanjangud) and South Korea (Ansan). The additional production plant in Chongqing (China), which is currently in the process of installing the required facilities and equipment, was also attributable to this segment. The Asia segment became increasingly important for the Group in the previous years. Each of the Group’s production plants in Asia has a distinguished focus: While the Indian production plant serves the European market and is specialized in

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medium-sized production series of double-sided and multilayer printed circuit boards, the production plant in South Korea, which was acquired in 2006, manufactures flexible printed circuit boards for the European market and in particular for customers of the mobile devices business. The production plant in Shanghai, which is the Group’s largest production plant, is specialized in producing substantial volumes of HDI printed circuit boards for mobile devices and has a secondary focus on applications for automotive and industrial customers.

Key factors affecting the Group’s results of operations

In Management’s view, the following factors have been the key drivers affecting the Group’s business, results of operations and financial condition over the past three years, and will continue to be the key drivers in the foreseeable future.

Dependence on consumer industries and core customers

The Group’s business to a large extent depends on the demand from several core consumer industries, particularly the mobile devices, industrial and automotive industries. Especially in the mobile devices industry, the Group relies on a small number of core customers. Therefore, fluctuations in production in these industries as well as demand from the Group’s core customers directly impact demand for the Group’s products and consequently the Group’s revenue.

In the financial year ended March 31, 2013, 53% of the Group’s total sales were attributable to its five largest customers with individual absolute shares ranging from 5% to 23%.

In the mobile devices industry, which generally offers premium margins, the Group is a leading HDI board supplier with a number two market position (source: Prismark: The Printed Circuit Report – Second Quarter, August 2013) and supplies its products to leading mobile devices OEMs around the world. In the recent past the mobile devices segment has benefitted from strong demand for smartphones which are expected to continue to be the most important driver for demand in the coming years.

In the automotive industry, Management expects that the market for automobiles continues to expand in the coming years, particularly due to increasing demand from China and India. Therefore, as the Group currently is active particularly in the European automotive industry, it aims at extending its geographical diversification also to other continents, particularly Asia. Due to the increasing amount of electronics built into cars, Management expects that the autoelectronics market will grow faster than the automotive market as a whole.

In the industrial business, the Group supplies its full range of products, ranging from multilayer printed circuit boards to single and double sided, flexible and semi-flexible, as well as rigid-flex boards, to its customers which produce a variety of end products such as measurement and control systems, medical equipment, industrial computers and avionics. The global economic crisis had a particular impact on the demand for the Group’s products supplied in the industrial business and demand recovery in 2011 and 2012 remained moderate. In the past, the Group generated most of its revenue originating from the industrial business with customers in Germany, Austria, Switzerland and France. In the financial year ended March 31, 2013, the Group successfully expanded its customer base to the U.S.

Innovation

The electronics industry and in particular the mobile devices business, in which the Group generated approximately 55% of its revenue in the financial year ended March 31, 2013, is characterized by rapid technological developments. In the financial year ended March 31, 2013 more than 15% of the Group’s revenue and more than 30% of the Mobile Devices segment’s revenue was generated by products manufactured with technologies launched within the past three years.

Due to the significant importance of research and development for the Group, it operates specialized research units in Leoben-Hinterberg and Shanghai, which are the Group’s main technology innovation

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centers. According to the two-stage innovation process applied by the Group, research and development is conducted in these research units until the basic feasibility of the new technology is achieved. Subsequently, experimental advances of the new technology, its integration in existing production processes and its optimization are in the responsibility of the local technology departments located at the Group’s production plant and subsidiary levels.

The Group’s research and development strategy in particular comprises further miniaturization of its applications through higher interconnection density and better mechanical integration of the Group’s products in electronic devices as well as the integration of new functionalities in the Group’s applications and the reduction of natural resources consumption in the production process.

The further development of the Group’s business particularly depends on whether the Group will be able to continuously develop new applications and production processes to supply products to its customers which are competitive in terms of technological and cost parameters.

Seasonality

The Group’s business is subject to seasonal fluctuations due to fluctuating customer demand. Traditionally, the Group’s capacity utilization is lower in the first quarter of the Group’s financial year with a higher demand in the rest of the year.

Particularly in the Mobile Devices segment, the Group’s business is subject to substantial fluctuations; delays in product launches by customers have in the past had, and may continue to have, a significant effect on the Group’s results in the relevant period.

In the Mobile Devices segment the second and third quarters of the Group’s financial year (being the second half of the calendar year) are characterized by higher demand than the first and fourth quarters of the Group’s financial year.

In the Industrial and Automotive segment, demand is less volatile than in the Mobile Devices segment.

Prices for raw materials

The main raw materials used by the Group in the financial year ended March 31, 2013 included approximately 585 kilograms of pure gold (financial year ended March 31, 2012: 645 kg), 2,014 tons of copper (financial year ended March 31, 2012: 2,001 tons), 11.2 million square meters of laminates (financial year ended March 31, 2012: 10.8 million square meters) and approximately 53,257 tons of different chemicals (financial year ended March 31, 2012: 53,200 tons) and 32.9 million liters of liquid chemistry. The electricity demand in the financial year ended March 31, 2013 amounted to around 342 GWh (financial year ended March 31, 2012: 309 GWh).

Increasing raw materials prices and higher costs for raw materials in general have a negative effect on operating margins, if the Group is not able to compensate for this negative impact by increasing its productivity or sales prices. However, as the raw materials used by the Group are traded globally and are subject to global supply and demand, price increases also affect the Group’s competitors and due to the limited substitutability of the Group’s products such price increases in the long term should have only limited impact on the Group’s operating results.

Acquisitions

In 1999, the Group acquired INDAL Electronics Ltd., at that time India’s largest printed circuit board manufacturing plant (now: AT&S India Private Limited), and in April 2006, the Group acquired Tofic Co. Ltd. (now: AT&S Korea Co. Ltd.), a printed circuit board manufacturer in South Korea. Since then, the Group has not conducted any major acquisitions. In the financial year ended March 31, 2012, the Company acquired the remaining non-controlling interests (22.68%) in AT & S Klagenfurt Leiterplatten GmbH, which is now a 100% subsidiary of the Company. The Group intends to close the production plant in Klagenfurt by the end of 2013 due to decreasing demand for single-sided PCBs.

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Critical Accounting Policies

In the preparation of the Consolidated Financial Statements, Management selects and applies certain accounting policies that it believes are important to the portrayal of the Group’s financial condition and results of operations. As a result of the uncertainties inherent in the Group’s business activities, Management needs to make estimates and assumptions that require subjective and complex judgments. Different but equally reasonable judgments or estimates by Management would have resulted in different results of operations. For a discussion of these and other accounting policies, please see the notes to the Consolidated Financial Statements.

Impairment of property, plant and equipment

Property, plant and equipment must be tested for impairment annually and when events or a change in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverable amount is the higher of (i) an asset’s fair value less costs to sell and (ii) its value in use. The value in use corresponds to the discounted estimated future cash flows expected from the continued use of the asset and its disposal at the end of its useful life. In accordance with IAS 36, an impairment loss is determined with respect to each cash-generating unit through comparison of the carrying amount of the respective assets with the recoverable amount related to the assets of such cash-generating unit.

In determining a potential need for impairment, Management needs to make estimates and assumptions, in particular in connection with (i) the estimation of future cash flows relating to each cash-generating unit and (ii) the discount rate used for discounting such future cash flows.

Provisions for employee benefits

Post-employment benefits to employees comprise defined contribution and defined benefit plans as well as funded and unfunded termination benefits and other benefit obligations. Defined contribution plans limit the Company’s obligation to the agreed amount of contributions. The related expenses are included under personnel costs and provisioning is not required. The majority of the Group’s employees in Austria and part of its employees in India are covered by defined contribution plans that have been transferred to a pension fund. Defined benefit plans require AT & S to provide an agreed amount of benefits, which depends on the respective employee’s salary and years of service, to several members of the Management Board and other executive employees.

In addition, the Group’s employees in Austria, South Korea, China and India are generally entitled to receive termination and retirement benefits, which are based upon years of service and compensation levels and are generally payable upon retirement or upon leaving AT & S. While the Group’s obligations in connection with termination benefits of Indian employees are covered by a life insurance, such obligations in connection with termination benefits of Austrian, South Korean and Chinese employees are generally unfunded and are therefore included as an obligation in the balance sheet. However, for Austrian employees who joined on or after January 1, 2003, regular contributions are paid to a staff provision fund (Mitarbeitervorsorgekasse) without any further obligations on part of the Group.

Further, other benefit obligations include the entitlement of the Group’s employees in Austria and China to anniversary bonuses for long-term service.

The present value of the Group’s obligations in connection with employees’ retirement and termination benefits is dependent on a number of factors which, in turn, are based on actuarial assumptions. The assumptions used to determine these expenses include future interest rates. Any change in the assumed interest rate will have an effect on the present value of these obligations.

The Group determines an appropriate interest rate at the end of each year. This interest rate is used to calculate the present value of the expected future cash outflows required to cover these obligations. The calculation of the interest rate is based on the interest rate for industrial or government bonds of the highest rating, which are denominated in the currency of the obligation and whose term reflects the term

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of the pension obligation. In the financial year ended March 31, 2013 the discount rate for retirement benefits was 3.75% (financial year ended March 31, 2012: 4.5%) and ranged between 3.75% and 8.0% (financial year ended March 31, 2012: 4.5% to 8.5%), depending on where the employee is employed, for termination benefits.

If the discount rate applied for the Austrian Group companies were 0.5% lower than the actually applied discount rate, as of March 31, 2013 the present value of the retirement obligations would increase by EUR 1.0 million (financial year ended March 31, 2012: 0.9 million) and the present value of the termination obligations would increase by EUR 1.0 million (financial year ended March 31, 2012: 0.9 million).

If the discount rate applied for the Austrian Group companies were 0.5% higher than the actually applied discount rate, as of March 31, 2013 the present value of the retirement obligations would decrease by EUR 1.0 million (financial year ended March 31, 2012: 0.8 million) and the present value of the termination obligations would decrease by EUR 0.9 million (financial year ended March 31, 2012: 0.8 million).

More detailed information on the calculation of provisions for pensions is set forth in Note (17) of the Consolidated Financial Statements for the financial year ended March 31, 2013.

Taxation

The Group operates in many different jurisdictions and is subject to a variety of tax regimes. On a consolidated basis, AT & S calculates its tax burden on the basis of total income taxes paid by Group companies as a percentage of consolidated profit before income taxes. The Group’s effective tax rate (calculated as income tax as a percentage of profit before tax) was 12.2% for the financial year ended March 31, 2013, compared to 17.8% for the financial year ended March 31, 2012 and 19.1% for the financial year ended March 31, 2011.

Deferred taxes include all temporary differences between the tax base and the IFRS carrying value of assets and liabilities, tax-loss carry forwards and consolidation entries. The calculation of deferred taxes is based on the tax rate expected in the individual countries at the time of realization and generally reflects the enacted or substantively enacted tax rate on the balance sheet date. The Group only recognizes deferred tax assets if it is reasonably certain that sufficient taxable profits will be available in the foreseeable future to utilize the deferred tax assets. As of March 31, 2013, for loss carry-forwards of EUR 154.9 million (financial year ended March 31, 2012: 164.7 million) no deferred tax assets, which would have amounted to EUR 39.3 million (financial year ended March 31, 2012: 41.7 million), were recognized. To a certain extent, the application of accounting and valuation policies by the Group also involves the use of forward-looking assumptions and estimates concerning deferred taxes. The actual values or future estimates realized at a later date may differ from these assumptions and estimates made by Management.

Other estimates and assumptions

Other estimates and assumptions of Management, among others, relate to the qualification of financial assets (as financial assets at fair value through profit or loss, securities held to maturity, loans and receivables or financial assets available for sale), which would result in significantly different accounting methods, as well as the measurement of derivative financial instruments, allowances for doubtful accounts and measurements of inventory. For more detailed information relating to these and other estimates and assumptions, please refer to the consolidated financial statements for the financial year ended March 31, 2013.

Period by period comparison

Overview

This operating and financial review is presented (i) at the Group level, at which the most detailed

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discussion is presented on the basis of the Group’s consolidated results and changes in most line items in the consolidated statement of profit or loss are discussed; and (ii) at the segment level, which includes a segment-by-segment discussion and analysis of the segment’s revenue and operating result.

Explanation of certain line items used in the Group’s statement of financial position and other financial data

The line items used in the Group’s statement of financial position and other financial data are as follows:

• “Cost of sales” comprises the production cost of goods sold. In addition to direct materials and production costs, this item also contains expenses for research and development costs that may not be capitalized as well as the costs of services provided and overhead costs, including scheduled depreciation on production equipment, the amortization of intangible assets and impairment charges to inventories.

• “Distribution costs” include personnel expenses for the distribution staff as well as scheduled depreciation and other operating expenses related to distribution services and units.

• “External sales” means a previous (production plant-based) segment’s sales to third parties.

• “Finance costs” include (i) interest expense on borrowings; (ii) realized expense from derivative financial instruments, net; (iii) gains from the measurement of derivative financial instruments at fair value, net; (iv) foreign exchange losses, net; and (v) other finance costs.

• “Finance income” includes (i) interest income from financial assets at fair value and available-for-sale securities; (ii) other interest income; (iii) gains from the sale of cash-equivalents; (iv) realized gains from derivative financial instruments, net; (v) gains from the measurement of derivative financial instruments at fair value, net; (vi) gains from foreign exchange differences, net; and (vii) dividends from affiliates.

• “Finance costs - net” is finance income minus finance costs.

• “General and administrative costs” consist primarily of personnel expenses for administrative functions as well as scheduled depreciation and other related operating expenses.

• “Gross profit” equals revenue minus cost of sales.

• “Income taxes” includes income taxes paid and owed by Group companies as well as provisions for deferred taxes of the Group.

• “Intercompany sales” means a previous (production plant-based) segment’s sales to the respective other segment.

• “Intersegment sales” means a current (customer industry-based) segment’s sales to any other segment.

• “Inter-segment revenue” means the intercompany sales received by a previous (production plant-based) segment and equals the share of such segment’s total revenue, which was effectively generated by the other segment.

• “Non-recurring items” relate to exceptional, non-recurring circumstances and can consist of any cost components, such as impairments, personnel expenses or other obligations.

• “Operating result” or “EBIT” (earnings before interest and tax) is profit before income taxes and finance costs - net.

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• “Other operating result” includes (i) income from the reversal of government grants; (ii) government grants for costs; (iii) expenses/income from foreign exchange differences; (iv) losses from the sale of non-current assets; (v) impairments of property, plant and equipment; (vi) start-up losses; and (vii) miscellaneous other income.

• “Profit” is profit before tax minus income taxes and is attributable to owners of the parent company as well as non-controlling interests.

• “Profit before tax” is operating result and finance costs - net.

• “Revenue” means the Group’s consolidated revenue.

• “Segment revenue, net” means a segment’s total revenue minus inter-segment revenue and equals the revenue effectively generated by this segment.

• “Segment sales” means a current (customer industry-based) segment’s sales to third parties.

• “Total revenue” means a previous (production plant-based) segment’s external sales and intercompany sales.

Comparison of Group results

Overview

The three months ended June 30, 2013 were characterized by a robust development, most notably in the mobile device segment, which was driven particularly by a 52.3% increase in the demand for smartphones (source: IDC: Worldwide Mobile Phone Tracker (July 2013)) and a 59.6% increase in the demand for tablet computers (source: IDC: Worldwide Tablet Tracker (August 2013)), each compared to the three months ended June 30, 2012. While the automotive sector showed a strong development, the demand from industrial clients, primarily in Europe, was still negatively influenced by the European sovereign debt crisis and its effects on the real economy.

The financial year ended March 31, 2013 was characterized by increased pricing pressure. While demand for technologically sophisticated PCBs remained strong in the calendar year 2012 (which covers nine months of the Group’s financial year ended March 31, 2013), demand for technologically less sophisticated PCBs decreased. Demand was particularly driven by the mobile devices business, including smartphones and tablets, as well as the automotive sector which showed a robust development, particularly in China. The industrial sector, however, continued its weak performance, particularly due to the economic situation in Europe.

In the financial year ended March 31, 2012 the Group’s markets continued a robust development, most notably in the mobile devices segment, which was driven particularly by strong demand for smartphones and tablet computers. While the automotive sector showed a strong development, particularly in China, the demand from industrial clients, primarily in Europe, decreased, particularly due to the European sovereign debt crisis and its effects on the real economy. In the calendar year 2011 (which covers nine months of the Group’s financial year ended March 31, 2012), global demand for printed circuit boards increased by 5.5% compared to the previous year (source: Prismark: The printed circuit report – Fourth Quarter, February 2013).

In the financial year ended March 31, 2011 the global economy to a large extent recovered from the global economic crisis. In the calendar year 2010 (which covers nine months of the Group’s financial year ended March 31, 2011), the global circuit board production increased by approximately 24% to USD 51 billion, with the production in China experiencing an increase of almost 30% and in Europe of approximately 21%. However, the production volume in Europe did not reach the pre-crisis levels (source: Prismark: The Printed Circuit Report – First Quarter, February 2011).

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Group results for the three months ended June 30, 2013 compared with the three months ended June 30, 2012 and for the financial year ended March 31, 2013 compared with 2012, and for 2012 compared with 2011.

Three months

ended June 30,

2013 % Change

Three months

ended June 30,

2012

Financial year

ended March 31,

2013 % Change

Financial year

ended March 31,

2012 % Change

Financial year

ended March 31,

2011 (in EUR million, except percentages) (unaudited) (audited, except percentages) Consolidated Statement of Profit or Loss Data

Revenue ............................................................. 142.5 13.1 126.0 541.7 5.3 514.2 5.4 487.9Cost of sales ..................................................... (115.8) 4.7 (110.6) (464.8) 7.9 (430.7) 8.2 (398.2)Gross profit........................................................ 26.8 73.3 15.4 76.9 -7.9 83.5 -7.0 89.8Distribution costs............................................... (7.4) 8.2 (6.8) (28.2) 10.2 (25.6) 2.6 (24.9)General and administrative costs ...................... (5.2) 9.9 (4.7) (19.1) -11.7 (21.6) -1.5 (22.0)Other operating result........................................ (0.8) >100 (0.2) 1.3 -78.3 5.9 -7.3 6.3Non-recurring items .......................................... (3.0) - - - n.a. - -100 (2.7)Operating result............................................... 10.4 >100 3.7 30.9 -26.7 42.1 -9.4 46.5Finance income ................................................. 0.0 -79.6 0.2 0.5 -80.4 2.7 -57.2 6.3Finance costs ..................................................... (3.4) -13.1 (3.9) (15.4) 22.1 (12.6) 32.5 (9.5)Finance costs - net ........................................... (3.3) -9.2 (3.7) (14.8) 50.0 (9.9) >100 (3.2)Profit before tax............................................... 7.1 >100 0 16.1 -50.2 32.3 -25.6 43.3Income taxes...................................................... (0.5) n.a. 0.5 (2.0) -65.8 (5.7) -30.8 (8.3)Profit for the period ........................................ 6.6 >100 0.5 14.1 -46.8 26.5 -24.3 35.0

thereof owners of the parent company........ 6.6 >100 0.5 14.1 -46.9 26.6 -24.5 35.2thereof non-controlling interests ................. 0 - 0. 0 n.a. 0 -73.5 (0.1)

(Source: Consolidated Financial Statements.)

The following table sets forth a breakdown by cost components of the aggregate amount of cost of sales, distribution costs and general and administrative costs in the three months ended June 30, 2013 and 2012 and for the three financial years ended March 31, 2013, 2012 and 2011:

Three months ended June 30, Financial year ended March 31, 2013 2012 2013 2012 2011

(in EUR million) (unaudited) (audited, except as otherwise noted) Cost of materials................................................................... 55.2 48.6 205.2 196.5 194.6Personnel expenses............................................................... 29.8 26.5 110.3 102.0 100.9Depreciation/amortization.................................................... 17.7 17.3 71.0 61.2 49.4Other (unaudited)(1) .............................................................. 25.7 29.7 125.6 118.2 100.2Total ..................................................................................... 128.4 122.1 512.1 477.9 445.1

(1) Includes all other cost items other than those listed above and does not correspond to the line "Other" in note 2 of the Consolidated Financial Statements.

(Source: Consolidated Financial Statements and internal data.)

Revenue

The following table sets forth the Group’s revenue by geographical location of customers in the three months ended June 30, 2013 and for the financial years ended March 31, 2013, 2012 and 2011:

Revenue by geographical location of customers

Three months ended June 30,

Financial year ended March 31,

2013 2013 2012 2011 (in EUR

million) (in %) (in EUR

million) (in %) (in EUR

million) (in %) (in EUR

million) (in %)

(undaudited) (audited, except percentages) Austria ......................................................... 4.8 3.4 19.9 3.7 20.9 4.1 24.6 5.0Germany ...................................................... 32.2 22.6 125.6 23.2 130.5 25.4 128.5 26.3Hungary....................................................... 4.0 2.8 21.1 3.9 38.8 7.5 41.1 8.4Other European countries............................ 14.4 10.1 49.7 9.2 38.7 7.5 33.9 6.9Asia.............................................................. 58.5 41.0 255.1 47.1 206.6 40.2 131.3 26.9Canada, USA, Mexico ................................ 26.3 18.4 63.3 11.7 72.9 14.2 123.7 25.4

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Revenue by geographical location of customers

Three months ended June 30,

Financial year ended March 31,

2013 2013 2012 2011 (in EUR

million) (in %) (in EUR

million) (in %) (in EUR

million) (in %) (in EUR

million) (in %)

(undaudited) (audited, except percentages) Other............................................................ 2.5 1.7 7.1 1.3 5.8 1.1 4.8 1.0Total revenue ............................................. 142.5 100.0 541.7 100.0 514.2 100.0 487.9 100.0

(Source: Consolidated Financial Statements.)

Revenue for the three months ended June 30, 2013 increased by EUR 16.5 million or 13.1% from EUR 126.0 million in the three months ended June 30, 2012 to EUR 142.5 million. This strong revenue development was primarily attributable to higher revenue generated by the Industrial & Automotive segment (increase of 18.7%) while revenue of the Mobile Devices segment increased at a slower pace (increase of 6.7%). In the three months ended June 30, 2013, the Mobile Devices segment particularly benefitted from strong demand for smartphones. Demand in the Industrial & Automotive segment was primarily driven by the automotive sector and the medical and healthcare business, while the industrial business suffered from lower demand due to the challenging macroeconomic development. From a geographical perspective, revenue increased in all of the Group’s markets except Hungary and the strongest increase (by 18.4%) occurred in the Northern America region due to higher demand from clients in the mobile devices business.

Revenue for the financial year ended March 31, 2013 increased by EUR 27.5 million or 5.3% from EUR 514.2 million in the financial year ended March 31, 2012 to EUR 541.7 million. This increase was almost entirely attributable to higher revenue generated by the Industrial and Automotive segment, while revenue generated by the Mobile Devices segment remained relatively stable. Particularly demand for the Group’s products from the automotive industry, primarily in Asia, increased significantly. Generally, demand for high-end technology products increased while demand for low-end technology products with lower profit margins decreased in all of the Group’s segments compared to the financial year ended March 31, 2012. From a geographical perspective, the trend to an increasing share in revenue generated by the Group’s Asian production plants as well as by Asian customers continued.

In the financial year ended March 31, 2012, revenue increased by EUR 26.2 million or 5.4% from EUR 487.9 million in the financial year ended March 31, 2011 to EUR 514.2 million. This increase in revenue was primarily due to higher sales to customers in the mobile devices and automotive industries, which were partly offset by lower sales of low-end technology products in the industrial industry. From a geographic perspective, sales to customers in Asia increased substantially by 57.3% while sales to customers in Canada, USA and Mexico decreased by 41.1%. This notable geographical shift was particularly influenced by major mobile devices customers, which shifted their production from Canada, the U.S. and Mexico to Asia.

Cost of sales

Cost of sales for the three months ended June 30, 2013 increased by EUR 5.1 million or 4.7% from EUR 110.6 million in the three months ended June 30, 2012 to EUR 115.8 million. The increase in cost of sales was primarily driven by higher production volumes in line with higher revenue, which increased by 13.1%. This positive development was primarily due to cost efficiency measures implemented by the Group as well as above-average capacity utilization in most of the Group’s production plants, particularly in Shanghai, China.

Cost of sales for the financial year ended March 31, 2013 increased by EUR 34.1 million or 7.9% from EUR 430.7 million in the financial year ended March 31, 2012 to EUR 464.8 million. With 7.9% the increase in cost of sales exceeded the increase in revenue (5.3%), primarily due to higher depreciation expenses, which increased by EUR 9.9 million as a result of the Group’s capacity expansions in Shanghai, China, which were completed in the financial year ended March 31, 2012. This effect could only partly be offset by measures to increase efficiency, which were implemented by the Group in the

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financial year ended March 31, 2013. The other cost items together remained stable as a percentage of revenue and showed no significant development.

In the financial year ended March 31, 2012, cost of sales increased by EUR 32.5 million or 8.2% from EUR 398.2 million in the financial year ended March 31, 2011 to EUR 430.7 million. The increase in cost of sales by 8.2% exceeded the increase in revenue of 5.4%, primarily due to depreciation charges for the completed capacity expansions in China and India as a result of which depreciation of fixed assets used in the production process increased by EUR 11.8 million. Research and development expenses increased from EUR 14.1 million in the financial year ended March 31, 2011 to EUR 17.0 million in the financial year ended March 31, 2012. Despite higher revenue, cost of materials and supplies incurred in the production process increased only by EUR 1.8 million or 0.9%. This was mainly driven by higher product complexity of the Group’s multi layer products, which offer relatively better prices and hence a lower material cost-to-revenue-ratio, as well as the results of the Group’s cost reduction activities. In line with increased revenue and product complexity, personnel expenses incurred in the production process increased by EUR 4.0 million or 4.6% in the financial year ended March 31, 2012.

Gross Profit

Gross Profit for the three months ended June 30, 2013 increased by EUR 11.3 million or 73.3% from EUR 15.4 million in the three months ended June 30, 2012 to EUR 26.8 million. The gross profit margin (calculated as gross profit as a percentage of revenue) increased from 12.3% in the three months ended June 30, 2012 to 18.8% in the three months ended June 30, 2013. This increase was attributable to an increase in revenue by 13.1% while cost of sales increased only by 4.7%.

Gross Profit for the financial year ended March 31, 2013 decreased by EUR 6.6 million or 7.9% from EUR 83.5 million in the financial year ended March 31, 2012 to EUR 76.9 million. The gross profit margin decreased from 16.2% to 14.2% in the respective period as cost of sales increased by EUR 34.1 million compared to an increase in revenue by EUR 27.5 million.

In the financial year ended March 31, 2012, gross profit decreased by EUR 6.3 million or 7.0% from EUR 89.8 million in the financial year ended March 31, 2011 to EUR 83.5 million and the gross profit margin decreased from 18.4% to 16.2% as the increase in cost of sales exceeded the increase in revenue, as discussed above.

Distribution costs

Distribution costs for the three months ended June 30, 2013 increased by EUR 0.6 million or 8.2% from EUR 6.8 million in the three months ended June 30, 2012 to EUR 7.4 million. The increase in distribution costs was primarily attributable to higher personnel expenses as a result of higher production volumes. However, the increase in distribution costs by 8.2% remained below the increase in revenue by 13.1% due to efficiency measures and lower overhead costs which are not related to the revenue development.

Distribution costs for the financial year ended March 31, 2013 increased by EUR 2.6 million or 10.2% from EUR 25.6 million in the financial year ended March 31, 2012 to EUR 28.2 million. This increase was primarily attributable to a change in the allocation of costs from general and administrative costs to distribution costs in connection with the implementation of the current customer industry-based reporting system. The aggregate amount of distribution costs and general and administrative costs remained stable compared to the financial year ended March 31, 2012.

In the financial year ended March 31, 2012, distribution costs increased by EUR 0.7 million or 2.6% from EUR 24.9 million in the financial year ended March 31, 2011 to EUR 25.6 million. Distribution expenses remained almost unchanged despite higher revenue due to economies of scale.

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General and administrative costs

General and administrative costs for the three months ended June 30, 2013 increased by EUR 0.5 million or 9.9% from EUR 4.7 million in the three months ended June 30, 2012 to EUR 5.2 million. The increase in general and administrative costs was primarily attributable to higher personnel expenses and increased consulting fees. However, the increase in general and administrative costs by 9.9% remained below the increase in revenue by 13.1%.

General and administrative costs for the financial year ended March 31, 2013 decreased by EUR 2.5 million or 11.7% from EUR 21.6 million in the financial year ended March 31, 2012 to EUR 19.1 million. This decrease was primarily attributable to a change in the allocation of costs from general and administrative costs to distribution costs in connection with the implementation of the current customer industry-based reporting system. The aggregate amount of distribution costs and general and administrative costs remained stable compared to the financial year ended March 31, 2012.

In the financial year ended March 31, 2012, general and administrative costs decreased by EUR 0.3 million or 1.5% from EUR 22.0 million in the financial year ended March 31, 2011 to EUR 21.6 million. This decrease in general and administrative costs primarily related to lower personnel expenses which decreased by EUR 1.7 million or 10.8% from EUR 16.0 million to EUR 14.3 million, primarily due to a lower valuation of the Group’s stock option plan as a result of the development of the Company’s share price. This effect was partly offset by higher other operating expenses in connection with general and administrative costs, which increased by EUR 1.4 million or 24.0% in the financial year ended March 31, 2012.

Other operating result

Other operating expense for the three months ended June 30, 2013 increased by EUR 0.5 million or more than 100% from EUR 0.2 million in the three months ended June 30, 2012 to EUR 0.8 million. The negative development primarily related to foreign-exchange losses incurred in connection with the valuation of accounts receivable and accounts payable which are denominated in US Dollar, Chinese Renminbi or Indian Rupee.

Other operating result for the financial year ended March 31, 2013 decreased by EUR 4.6 million or 78.3% from EUR 5.9 million in the financial year ended March 31, 2012 to EUR 1.3 million. As other operating result consists to a large extent of one-off effects, different periods are hardly comparable. The significant decrease in the financial year ended March 31, 2013 was primarily due to lower subsidies granted in connection with research and development expenses as well as one-off effects incurred in the financial year ended March 31, 2012 in connection with the sale of a land plot in Germany and the release of a provision for a customer claim (EUR 1.1 million and EUR 1.7 million, respectively).

In the financial year ended March 31, 2012, other operating result decreased by EUR 0.5 million or 7.3% from EUR 6.3 million in the financial year ended March 31, 2011 to EUR 5.9 million. In the financial year ended March 31, 2011, grants for research and development received by the Group in Austria increased by EUR 3.4 million while grants from tax authorities in China and India decreased by EUR 3.3 million and EUR 0.3 million, respectively. In the financial year ended March 31, 2012, foreign exchange losses decreased by EUR 3.8 million to EUR 0.6 million. Additionally, the sale of a land plot in Germany and the release of a provision for a customer claim positively affected other operating result in the amount of EUR 1.1 million and EUR 1.7 million, respectively.

Non-recurring items

In the three months ended June 30, 2013 there was a non-recuring expense of EUR 3.0 million, which entirely related to the intended closure of the Group’s Klagenfurt plant as of December 31, 2013. Out of the total amount of EUR 3.0 million, EUR 2.2 million related to staff expenses and the remaining EUR 0.8 million related to other expenses such as rent, removal of buildings and disposal of unusable assets.

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In the financial years ended March 31, 2013 and 2012, there were no non-recurring items.

In the financial year ended March 31, 2011, there was a non-recurring expense of EUR 2.7 million, of which EUR 2.0 million related to staff costs in connection with the early termination of a former managing director’s contract and included expenses for severance pay, leaving indemnity, retirement entitlements and other claims. The remaining non-recurring expenses were incurred in connection with the closure of the Group’s office in Vienna by the end of the calendar year 2010.

Operating result

Operating result for the three months ended June 30, 2013 increased by EUR 6.7 million from EUR 3.7 million in the three months ended June 30, 2012 to EUR 10.4 million. This increase was primarily attributable to higher gross profit and a relatively moderate increase of distribution costs as well as general and administrative costs. Non-recurring items had a negative impact on operating result in the amount of EUR 3.0 million.

Operating result for the financial year ended March 31, 2013 decreased by EUR 11.2 million or 26.7% from EUR 42.1 million in the financial year ended March 31, 2012 to EUR 30.9 million. This decrease was primarily due to lower gross profit and a lower other operating result.

In the financial year ended March 31, 2012, operating result decreased by EUR 4.4 million or 9.4% from EUR 46.5 million in the financial year ended March 31, 2011 to EUR 42.1 million. This decrease was primarily due to the factors described above, in particular higher cost of sales, which exceeded the increase in revenue in the financial year ended March 31, 2012.

Finance income

Finance income for the three months ended June 30, 2013 decreased by EUR 0.2 million or 79.6% from EUR 0.2 million in the three months ended June 30, 2012 to EUR 0.0 million. This decrease was primarily driven by the current low interest environment and could not be outweighed by higher cash and cash-equivalents held by the Group.

Finance income for the financial year ended March 31, 2013 decreased by EUR 2.2 million or 80.4% from EUR 2.7 million in the financial year ended March 31, 2012 to EUR 0.5 million. This significant decrease was primarily attributable to foreign exchange gains in the amount of EUR 2.5 million related to loans denominated in another currency than the local currency of a subsidiary of the Group and incurred in the financial year ended March 31, 2012.

In the financial year ended March 31, 2012, finance income decreased by EUR 3.6 million or 57.2% from EUR 6.3 million in the financial year ended March 31, 2011 to EUR 2.7 million. This decrease was primarily due to lower gains from foreign exchange differences, net, which decreased by EUR 3.4 million and are related to loans denominated in another currency than the local currency of a subsidiary of the Group.

Finance costs

Finance costs for the three months ended June 30, 2013 decreased by EUR 0.5 million or 13.1% from EUR 3.9 million in the three months ended June 30, 2012 to EUR 3.4 million. This decrease was primarily driven by lower interest payable on the Group’s financial indebtedness due to the low interest environment. Additionally, the repayment of a EUR 80 million bond in May 2013 also had a positive effect on finance costs.

Finance costs for the financial year ended March 31, 2013 increased by EUR 2.8 million or 22.1% from EUR 12.6 million in the financial year ended March 31, 2012 to EUR 15.4 million. This increase was primarily attributable to higher interest expenses, which increased by EUR 1.7 million, primarily due to an increase in financial liabilities compared to the financial year ended March 31, 2012. In particular, coupon payments for a EUR 100 million bond issued in November 2011 increased by EUR 3.1 million

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in the financial year ended March 31, 2013 as interest on this bond was for the first time payable for the entire financial year. Interest payable on other financial liabilities than the bond decreased by EUR 1.4 million. Additionally, EUR 0.9 million of foreign exchange losses were incurred by the Group in connection with the valuation of bank loans denominated in another currency than the local currency of a subsidiary of the Group.

In the financial year ended March 31, 2012, finance costs increased by EUR 3.1 million or 32.5% from EUR 9.5 million in the financial year ended March 31, 2011 to EUR 12.6 million. This increase was primarily due to higher financial liabilities which increased by EUR 61.1 million or 28.8% in the financial year ended March 31, 2012, in particular due to the bond issued by the Company in November 2011 in connection with the financing of the Group’s investments in China.

Finance costs - net

Finance costs - net for the three months ended June 30, 2013 amounted to EUR 3.3 million, a decrease of EUR 0.3 million or 9.2% compared to EUR 3.7 million in the three months ended June 30, 2012. This decrease was a result of lower finance costs, partly offset by lower finance income and resulted from a more significant impact of lower interest rates on the Group’s financial indebtedness compared to its financial assets.

Finance costs - net for the financial year ended March 31, 2013 amounted to EUR 14.8 million, a significant increase of EUR 4.9 million or 50.0% compared to EUR 9.9 million in the financial year ended March 31, 2012. This negative development was due to lower finance income and higher finance costs as described above.

In the financial year ended March 31, 2012, finance costs - net increased by EUR 6.7 million or more than 100% from EUR 3.2 million in the financial year ended March 31, 2011 to EUR 9.9 million. The notably higher finance costs - net were a result of the factors described above, pursuant to which finance income decreased and finance costs increased.

Profit before tax

Profit before tax for the three months ended June 30, 2013 increased by EUR 7.1 million from EUR 0.0 million in the three months ended June 30, 2012 to EUR 7.1 million. This increase resulted from higher operating result and lower finance costs- net, each as described above.

Profit before tax for the financial year ended March 31, 2013 decreased by EUR 16.2 million or 50.2% from EUR 32.3 million in the financial year ended March 31, 2012 to EUR 16.1 million. This substantial decrease was due to a lower operating result and a negative development of finance costs - net, each as described above.

In the financial year ended March 31, 2012, profit before tax significantly decreased by EUR 11.1 million or 25.6% from EUR 43.3 million in the financial year ended March 31, 2011 to EUR 32.3 million. This decrease was due to a lower operating result combined with higher finance costs - net, each as described above.

Income taxes

Income taxes for the three months ended June 30, 2013 amounted to EUR 0.5 million compared to an income tax gain of EUR 0.5 million in the three months ended June 30, 2012. Income taxes in the amount of EUR 0.5 million were a result of substantially higher profit before tax in the three months ended June 30, 2013.

Income taxes for the financial year ended March 31, 2013 decreased by EUR 3.8 million or 65.8% from EUR 5.7 million in the financial year ended March 31, 2012 to EUR 2.0 million. This significant decrease was on the one hand attributable to lower profit before tax and on the other hand related to higher deferred tax assets as a result of depreciation expenses in China and the respective temporary

71

differences.

In the financial year ended March 31, 2012, income taxes significantly decreased by EUR 2.6 million or 30.8% from EUR 8.3 million in the financial year ended March 31, 2011 to EUR 5.7 million. This decrease was primarily due to lower profit before tax in the financial year ended March 31, 2012 with the most significant decrease in income taxes occurring in China, where income taxes decreased by EUR 2.6 million.

Profit for the period

Profit for the three months ended June 30, 2013 increased by EUR 6.1 million from EUR 0.5 million in the three months ended June 30, 2012 to EUR 6.6 million. This increase was entirely attributable to higher profit before tax, partly offset by higher income taxes.

Profit for the financial year ended March 31, 2013 decreased by EUR 12.4 million or 46.8% from EUR 26.5 million in the financial year ended March 31, 2012 to EUR 14.1 million. This decrease was to the result of lower profit before tax, partly offset by lower income taxes.

In the financial year ended March 31, 2012, profit for the year decreased by EUR 8.5 million or 24.3% from EUR 35.0 million in the financial year ended March 31, 2011 to EUR 26.5 million. This decrease was due to lower profit before tax, partly offset by lower income taxes.

Comparison of segment results

Period by period comparison for the current (customer industry-based) reporting segments for the three months ended June 30, 2013 and 2012 and for the financial years ended March 31, 2013, 2012 and 2011

Mobile Devices

(1) Operating result pursuant to the current reporting segments is not available for the financial years ended March 31, 2012 and 2011 as cost allocation in the financial years ended March 31, 2012 and 2011 was not reported pursuant to the current segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.)

Segment revenue, net

Net segment revenue for the three months ended June 30, 2013 increased by EUR 4.7 million or 6.7% from EUR 69.8 million in the three months ended June 30, 2012 to EUR 74.5 million. This increase was primarily driven by the strong development of the smartphones business.

Net segment revenue for the financial year ended March 31, 2013 increased by EUR 0.3 million or 0.1% from EUR 297.0 million in the financial year ended March 31, 2012 to EUR 297.3 million. This stable development was attributable to lower capacity utilization in the first two quarters of the financial year ended March 31, 2013 due to delayed product launches, while capacity utilization increased in the second half of the financial year ended March 31, 2013, particularly in Shanghai, China. Due to this

Segment: Mobile Devices Three months

ended June 30, 2013

% Change

Three months

ended June 30, 2012

Financial year ended March 31,

2013

% Change

Financial year ended March 31,

2012

% Change

Financial year ended March 31,

2011 (in EUR million, except percentages) (unaudited) (unaudited) (unaudited) (audited) (unaudited) (audited) (unaudited) (unaudited)Statement of Financial Position Data

Segment sales ............................ 87.4 11.3 78.6 334.7 4.5 320.4 12.5 284.4 Intersegment sales ............... (12.9) 47.4 (8.8) (37.4) 59.9 (23.4) >100 (10.9)Segment revenue, net ................ 74.5 6.7 69.8 297.3 0.1 297.0 8.5 273.8Operating result (before consolidation) ............................ 9.7 >100 1.4 21.2 n.a. n.a.(1) n.a. n.a.(1)

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overall stable development in revenue generated by the Mobile Devices segment and the increase in revenue generated by the Industrial and Automotive segment, the share in revenue attributable to the Mobile Devices segment decreased from 59% of the Group’s total revenue in the financial year ended March 31, 2012 to 55% in the financial year ended March 31, 2013.

In the financial year ended March 31, 2012, net segment revenue increased by EUR 23.2 million or 8.5% from EUR 273.8 million in the financial year ended March 31, 2011 to EUR 297.0 million, which was primarily due to higher demand from core customers.

Operating result (before consolidation)

Operating result (before consolidation) for the three months ended June 30, 2013 increased by EUR 8.3 million from EUR 1.4 million in the three months ended June 30, 2012 to EUR 9.7 million. This positive development was primarily driven by the good capacity utilization in the Group’s Shanghai production plant.

Operating result (before consolidation) for the financial year ended March 31, 2013 was EUR 21.2 million, which represented an EBIT margin of 7.1%.

Industrial and Automotive

(1) Operating result pursuant to the current reporting segments is not available for the financial years ended March 31, 2012 and 2011 as cost allocation in the financial years ended March 31, 2012 and 2011 was not reported pursuant to the current segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.)

Segment revenue, net

Net segment revenue for the three months ended June 30, 2013 increased by EUR 10.5 million or 18.7% from EUR 55.9 million in the three months ended June 30, 2012 to EUR 66.4 million. This substantial increase was primarily driven by strong demand from the automotive and medical and healthcare industries, while the industrial customer industries suffered from the challenging macroeconomic environment as a result of which demand for the Group’s products declined in this sector.

Net segment revenue for the financial year ended March 31, 2013 increased by EUR 26.9 million or 12.5% from EUR 215.7 million in the financial year ended March 31, 2012 to EUR 242.6 million. This significant increase was primarily attributable to the automotive business, which benefitted from strong demand in Asia and showed a particularly strong development in China. Demand from industrial clients as well as from clients which are active in the automotive industry in Europe remained below the levels observed in the financial year ended March 31, 2012 due to increased price pressure from Asian competitors in lower technology products.

In the financial year ended March 31, 2012, net segment revenue increased by EUR 3.9 million or 1.9% from EUR 211.8 million in the financial year ended March 31, 2011 to EUR 215.7 million. This increase was primarily due to higher demand from major automotive customers which was partly offset

Segment: Industrial and Automotive

Three months

ended June 30, 2013

% Change

Three months

ended June 30, 2012

Financial year ended March 31,

2013

% Change

Financial year ended March 31,

2012

% Change

Financial year ended March 31,

2011 (in EUR million, except percentages) (unaudited) (unaudited) (unaudited) (audited) (unaudited) (audited) (unaudited) (unaudited)Statement of Financial Position Data

Segment sales ............................ 66.8 19.1 56.1 243.8 13.3 215.7 1.9 211.8 Intersegment sales ............... (0.4) >100 (0.2) (1.1) n.a. 0.0 0.0 0.0Segment revenue, net ................ 66.4 18.7 55.9 242.6 12.5 215.7 1.9 211.8Operating result (before consolidation) ............................ 0.4 -85.2 2.5 12.0 n.a. n.a.(1) n.a. n.a.(1)

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by lower demand from industrial customers.

Operating result (before consolidation)

Operating result (before consolidation), which represents the segment EBIT, for the three months ended June 30, 2013 decreased by EUR 2.1 million or 85.2% from EUR 2.5 million in the three months ended June 30, 2012 to EUR 0.4 million. This development primarily related to non-recurring items in connection with the intended closure of the production plant in Klagenfurt as of December 31, 2013.

Operating result (before consolidation) for the financial year ended March 31, 2013 was EUR 12.0 million, which represented an EBIT margin of 4.9%.

Period by period comparison for the previous (production plant-based) reporting segments for the financial years ended March 31, 2013, 2012 and 2011

Europe

Segment: Europe Financial year ended March 31,

2013 % Change

Financial year ended March 31,

2012 % Change

Financial year ended March 31,

2011 (in EUR million, except percentages) (unaudited) (un-audited) (audited,

except as otherwise

noted)

(un-audited) (audited, except as otherwise

noted) Statement of Financial Position Data External sales.............................................................. 245.0 -24.9 326.2 -8.6 356.9Intercompany sales..................................................... 1.3 >100 0.1 >100 0Total revenue.............................................................. 246.3 -24.5 326.2 -8.6 356.9 thereof inter-segment revenue.............................. (98.6) -42.2 (170.6) -16.1 (203.4)Segment revenue, net ................................................. 147.7 -5.1 155.6 1.4 153.4

thereof mobile devices (unaudited)(1)................... 17.9 11.0 16.1 68.0 9.6thereof automotive and industrial (unaudited)(1).. 128.1 -7.2 138.0 -2.5 141.5thereof other (unaudited)(1)................................... 1.6 13.2 1.4 -37.9 2.3

Operating result (before consolidation) ..................... n.a.(2) n.a. 17.6 -2.6 18.0

(1) Segment revenue, net, broken down by customer industries for the previous reporting segments Europe and Asia does not sum up to revenue reported for the current reporting segments Mobile Devices, Industrial and Automotive and Other due to re-allocations of revenue, which occurred in connection with the new segment reporting.

(2) Operating result pursuant to the previous reporting segments is not available for the financial year ended March 31, 2013 as cost allocation in the financial year ended March 31, 2013 was not reported pursuant to the previous segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.)

Segment revenue, net

In the financial year ended March 31, 2013, net segment revenue decreased by EUR 8.0 million or 5.1% from EUR 155.6 million in the financial year ended March 31, 2012 to EUR 147.7 million due to lower demand from European customers, particularly industrial clients as well as lower revenue generated by the Mobile Devices segment in Europe.

In the financial year ended March 31, 2012, net segment revenue increased from EUR 153.4 million in the financial year ended March 31, 2011 by EUR 2.2 million or 1.4% to EUR 155.6 million. This increase primarily related to higher sales volumes with a new customer.

Operating result (before consolidation)

In the financial year ended March 31, 2012, operating result (before consolidation) decreased by EUR 0.5 million or 2.6% EUR 18.0 million in the financial year ended March 31, 2011 to EUR 17.6 million due to lower capacity utilization in the Group’s Klagenfurt production plant. The lower capacity utilization was primarily the result of lower demand from industrial customers.

74

Asia

Segment: Asia Financial year ended March 31,

2013 % Change

Financial year ended March 31,

2012 % Change

Financial year ended March 31,

2011 (in EUR million, except percentages) (unaudited) (un-audited) (audited,

except as otherwise

noted)

(un-audited) (audited, except as otherwise

noted) Statement of Financial Position Data External sales.............................................................. 296.7 57.8 188.0 43.5 131.1Intercompany sales..................................................... 98.6 -42.2 170.6 -16.1 203.4Total revenue.............................................................. 395.3 10.2 358.6 7.2 334.5 thereof inter-segment revenue.............................. (1.3) >100 (0.1) >100 (0.0)Segment revenue, net ................................................. 394.0 9.9 358.6 7.2 334.5

thereof mobile devices (unaudited)(1)................... 298.2 4.2 286.3 9.4 261.8thereof automotive and industrial (unaudited)(1).. 95.8 32.6 72.3 -0.6 72.7thereof other (unaudited)(1)................................... 0.0 0.0 0.0 0.0 0.0

Operating result (before consolidation) ..................... n.a.(2) n.a. 29.5 -25.1 39.4

(1) Segment revenue, net, broken down by customer industries for the previous reporting segments Europe and Asia does not sum up to revenue reported for the current reporting segments Mobile Devices, Industrial and Automotive and Other due to re-allocations of revenue, which occurred in connection with the new segment reporting.

(2) Operating result pursuant to the previous reporting segments is not available for the financial year ended March 31, 2013 as cost allocation in the financial year ended March 31, 2013 was not reported pursuant to the previous segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.) Segment revenue, net

In the financial year ended March 31, 2013, net segment revenue increased by EUR 35.5 million or 9.9% from EUR 358.6 million in the financial year ended March 31, 2012 to EUR 394.0 million due to higher capacity installed in the Group’s production plant in Shanghai, China.

In the financial year ended March 31, 2012, net segment revenue increased by EUR 24.1 million or 7.2% from EUR 334.5 million in the financial year ended March 31, 2011 to EUR 358.6 million. This increase was primarily due to increased capacity and higher sales volumes to major customers.

Operating result (before consolidation)

In the financial year ended March 31, 2012, operating result (before consolidation) decreased by EUR 9.9 million or 25.1% from EUR 39.4 million in the financial year ended March 31, 2011 to EUR 29.5 million due to relatively higher fixed cost during the ramp-up of the capacity expansion in Shanghai.

Liquidity and capital resources

Liquidity

The Group’s financial policy is based on long-term planning and is managed centrally and monitored continuously. The liquidity requirements determined by the planning process are met through the conclusion of appropriate financing agreements.

The main responsibility for raising funds for the Group lies with the Company’s treasury department located at the holding company level. The Group’s local operating companies are responsible for their day-to-day cash management with liquidity being largely centralized. Treasury is also in charge of monitoring and managing the Group’s liquidity and foreign exchange exposures.

As of March 31, 2013, the consolidated statement of financial position of the Group showed financial liabilities in the amount of EUR 298.5 million, which represents an increase of EUR 25.4 million or 9.3% compared to EUR 273.1 million as of March 31, 2012. As of June 30, 2013, financial liabilities increased by EUR 0.2 million to EUR 298.7 million compared to EUR 298.5 million as of March 31,

75

2013.

Taking into account cash and cash equivalents of EUR 98.4 million (EUR 80.2 million as of March 31, 2013 and EUR 29.7 million as of March 31, 2012) and financial assets of EUR 0.9 million (EUR 0.9 million as of March 31, 2013 and EUR 0.8 million as of March 31, 2012), net debt as of June 30, 2013 amounted to EUR 199.3 million (EUR 217.4 million as of March 31, 2013 and EUR 242.5 million as of March 31, 2012).

As of March 31, 2013, 43.5% of total financial liabilities had a term of less than one year, 48.8% had a term between one and five years and the remaining 7.7% were due in more than five years.

The Group’s unused, immediately available lines of credit totaled EUR 191.1 million as of March 31, 2013, compared to EUR 273.8 million as of March 31, 2012. The decrease in the Group’s unused, immediately available lines of credit as of March 31, 2013 was due to the fact that the Group decided not to apply for extension of working capital credit lines in connection with its Chinese operations. As of June 30, 2013, the Group’s unused, immediately available lines of credit totaled EUR 184.3 million, which represents a decrease of EUR 6.8 million compared to March 31, 2013.

Investments

The following table sets out the Group’s total investments (additions) in property, plant and equipment and intangible assets for the three months ended June 30, 2013 and 2012 and for the financial years ended March 31, 2013, 2012 and 2011, broken down by the current customer industry-based segments:

(Source: Consolidated Financial Statements.)

In the financial years ended March 31, 2013, 2012 and 2011, the Group’s total investments amounted to EUR 35.5 million, EUR 101.5 million and EUR 133.4 million, respectively. In the three months ended June 30, 2013 and 2012, the Group’s total investments amounted to EUR 12.5 million and EUR 14.4 million, respectively.

Investments for the three months ended June 30, 2013 amounted to EUR 12.5 million and primarily related to investments for the construction and equipment of the production plant in Chongqing, China (EUR 7.3 million), investments in the production plant in Shanghai, China (EUR 3.6 million) and the Group’s Austrian operations (EUR 1.2 million).

Investments for the financial year ended March 31, 2013 amounted to EUR 35.5 million and primarily consisted of investments for the construction and equipment of the production plant in Chongqing, China (EUR 14.9 million), of investments in the production plant in Shanghai, China (EUR 14.8 million), which mainly related to capacity expansions, and of investment projects in Leoben-Hinterberg and Fehring, Austria (together, EUR 3.3 million), which mainly related to the development of new technologies and innovation projects.

In the financial year ended March 31, 2012, investments amounted to EUR 101.5 million and primarily consisted of investments in the production plant in Shanghai, China (EUR 69.4 million), which mainly related to capacity expansions, of investments for the construction and equipment of the production plant in Chongqing, China (EUR 19.1 million) and of investment projects in Leoben-Hinterberg and Fehring, Austria (together, EUR 6.0 million), which mainly related to the development of new technologies and innovation projects.

Three months ended June 30, Financial year ended March 31, 2013 % Change 2012 2013 % Change 2012 % Change 2011 (in EUR million, except percentages) (unaudited) (unaudited) (unaudited) (audited) (unaudited) (audited) (unaudited) (unaudited)Mobile Devices ......................... 10.9 -15.1 12.8 29.7 -66.5 88.5 -19.4 109.9Industrial and Automotive......... 1.5 85.5 0.8 4.2 -61.9 11.2 -42.4 19.4Other .......................................... 0.1 -91.9 0.7 1.5 -12.9 1.8 -56.5 4.1Total .......................................... 12.5 -13.1 14.4 35.5 -65.1 101.5 -23.9 133.4

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In the financial year ended March 31, 2011, investments amounted to EUR 133.4 million and primarily consisted of investments in the production plants in Shanghai, China (EUR 109.9 million) and Nanjangud, India (EUR 16.3 million), which mainly related to capacity expansions, and of investment projects in Leoben-Hinterberg and Fehring, Austria (together, EUR 4.1 million), which mainly related to the development of new technologies and innovation projects.

As of June 30, 2013, the Group has made firm commitments on investments in the amount of approximately EUR 16.9 million, mainly relating to the construction and equipment of the production plant in Chongqing. The Group intends to fund these investments from proceeds of this Offering and available free cash flow.

Cash flow

The Group’s business is capital-intensive. It requires a high initial investment for research and development as well as construction and equipment of production plants.

The following table sets out the Group’s cash flows for the three months ended June 30, 2013 and 2012 and for the financial years ended March 31, 2013, 2012 and 2011:

77

(Source: Consolidated Financial Statements and internal data.)

Net cash generated from operating activities

Net cash generated from operating activities for the three months ended June 30, 2013 was EUR 21.4 million higher at EUR 27.5 million compared to the three months ended June 30, 2012 (EUR 6.1 million). This increase was primarily the result of higher profit before tax and higher trade payables, which increased by EUR 9.3 million in the three months ended June 30, 2013 (compared to a decrease of EUR 10.6 million in the three months ended June 30, 2012). These positive effects were partly offset by an increase in inventories by EUR 8.0 million (compared to a decrease of EUR 0.5 million in the three months ended June 30, 2012).

Net cash generated from operating activities for the financial year ended March 31, 2013 was EUR 15.5 million or 17.8% lower at EUR 71.7 million compared to the financial year ended March 31, 2012

Three months ended June 30, Financial year ended March 31, 2013 %

Change 2012 2013 % Change 2012 %

Change 2011

(in EUR million, except percentages) (unaudited) (audited, except percentages) Cash flows from operating activities Profit of the year .................................................. 6.6 >100 0.5 14.1 -46.8 26.5 -24.3 35.0Adjustments to reconcile profit for the year to cash generated from operating activities: Depreciation, amortization and impairment of property, plant and equipment and intangible assets .................................................................... 17.7 1.9 17.4 71.0 16.0 61.2 23.9 49.4Changes in non-current provisions ..................... 0.3 -13.0 0.4 0.3 -74.0 1.0 >100 0.1Income taxes ........................................................ 0.5 n.a. (0.5) 2.0 -65.8 5.7 -30.8 8.3Finance costs ....................................................... 3.3 -9.2 3.7 14.8 50.0 9.9 >100 3.2(Gains)/losses from the sale of fixed assets ........ 0.0 n.a. 0.0 0.8 n.a. (0.7) n.a. 0.4Release from government grant ........................... (0.1) -6.9 (0.1) (0.8) 23.0 (0.7) -34.0 (1.0)Other non-cash expense net ................................. 0.4 37.0 0.3 (0.7) n.a. 1.4 40.2 1.0Changes in working capital:

Inventories ..................................................... (8.0) n.a. 0.5 4.2 n.a. (9.0) n.a. (15.3)Trade and other receivables .......................... 0.8 -76.2 3.4 1.6 -53.6 3.4 n.a. (10.7)

Trade and other payables ..................................... 9.3 n.a. (10.6) (15.1) n.a. 7.7 n.a. 19.9Other provisions ............................................. 2.9 n.a. (0.5) (0.6) 6.4 (0.5) n.a. (2.8)

Cash generated from operating activities............. 33.8 >100 14.4 91.5 -13.7 106.0 21.1 87.5Interest paid .................................................... (5.5) 2.1 (5.4) (13.1) 36.0 (9.6) 15.3 (8.4)Interest and dividends received...................... 0.0 -68.4 0.1 0.5 >100 0.2 -52.3 0.5Income tax paid .............................................. (0.8) -74.7 (3.0) (7.2) -22.8 (9.4) 5.2 (8.9)

Net cash generated from operating activities .. 27.5 >100 6.1 71.7 -17.8 87.2 23.3 70.7 Cash flows from investing activities Capital expenditure for property, plant and equipment and intangible assets........................... (10.9) -13.5 (12.6) (44.0) -61.2 (113.2) -1.8 (115.3)Proceeds from sale of property, plant and equipment and intangible assets........................... 0.0 -98.8 3.3 3.5 >100 0.1 -26.3 0.2Proceeds from sale of financial assets held for sale........................................................................ - -100 0.0 0.0 n.a. - n.a. -Acquisition of non-controlling interest ............... - n.a. - - n.a. (0.5) n.a. -Purchases of financial assets ................................ (0.1) >100 (0.1) (0.3) -86.7 (2.2) -38.2 (3.6)Proceeds from sale of financial assets ................. 0.0 -96.9 0.1 0.2 -92.3 2.2 6.9 2.0Net cash used in investing activities ................. (11.0) 18.7 (9.2) (40.5) -64.3 (113.6) -2.6 (116.7) Cash flows from financing activities Proceeds from long-term bonds ........................... - n.a. - - n.a. 99.0 n.a. -Changes in other borrowings ............................... 1.9 -96.0 47.2 23.9 n.a. (42.3) n.a. 38.5Proceeds from government grants........................ 0.1 >100 0.0 1.5 -43.5 2.6 >100 0.8Dividends paid...................................................... - n.a. - (7.5) -11.1 (8.4) >100 (2.3)Net cash generated from financing activities .. 2.0 -95.8 47.2 17.9 -64.8 50.9 37.7 36.9 Net increase/(decrease) in cash and cash equivalents .......................................................... 18.5 -58.0 44.1 49.1 >100 24.5 n.a. (9.0)Cash and cash equivalents at beginning of the period.................................................................... 80.2 >100 29.7 29.7 >100 4.2 -68.3 13.4Exchange gains/(losses) on cash and cash equivalents............................................................ (0.4) n.a. 1.0 1.4 43.7 1.0 n.a. (0.1)Cash and cash equivalents at end of the period................................................................... 98.4 31.6 74.8 80.2 >100 29.7 >100 4.2

78

(EUR 87.2 million). This decrease was primarily due to lower profit for the year and a decrease in trade payables in the amount of EUR 15.1 million, which decreased due to significantly lower capital expenditure in connection with the Group’s investments in the production plant in Shanghai, China.

In the financial year ended March 31, 2012, net cash generated from operating activities was EUR 16.5 million or 23.3% higher at EUR 87.2 million (financial year ended March 31, 2011: EUR 70.7 million). This was mainly caused by higher depreciation, amortization and impairment expenses, which are non-cash expenses. Additionally, trade and other receivables decreased by EUR 3.4 million in the financial year ended March 31, 2012 compared to an increase of EUR 10.7 million in the financial year ended March 31, 2011. The decrease in trade and other receivables in the financial year ended March 31, 2012 occurred despite higher revenue as a result of shorter periods allowed for payment. These effects were partly offset by lower profit after tax and a lower increase of trade and other payables in the financial year ended March 31, 2012 (EUR 7.7 million) than in the financial year ended March 31, 2011 (EUR 19.9 million), which was due to a lower increase in cost of sales in the financial year ended March 31, 2012 (EUR 32.5 million) than in the financial year ended March 31, 2011 (70.9 million).

Net cash used in investing activities

Net cash used in investing activities for the three months ended June 30, 2013 was EUR 1.7 million higher at EUR 11.0 million compared to the three months ended June 30, 2012 (EUR 9.2 million). This increase in net cash used in investing activities occurred despite lower investments, which primarily related to the Group’s production plants in Shanghai and Chongqing, China (currently facilitated and equipped), and was attributable to lower proceeds from the sale of property, pland and equipment and intangible assets.

Net cash used in investing activities for the financial year ended March 31, 2013 was EUR 73.0 million or 64.3% lower at EUR 40.5 million compared to the financial year ended March 31, 2012 (EUR 113.6 million). This decrease was due to significantly lower investments in the production plant in Shanghai, China, where capacity expansions were mostly finalized in the financial year ended March 31, 2012 and investments in this production plant therefore decreased by EUR 54.6 million.

In the financial year ended March 31, 2012, net cash used in investing activities was EUR 113.6 million, which represents a EUR 3.1 million, or 2.6%, decrease compared to the EUR 116.7 million for the financial year ended March 31, 2011. Investments remained on a relatively high level due to continued capacity expansions in the Group’s production plant in Shanghai, which were completed in the second quarter of the financial year ended March 31, 2012.

Net cash generated from financing activities

Net cash generated from financing activities for the three months ended June 30, 2013 was EUR 45.2 million lower at EUR 2.0 million compared to the three months ended June 30, 2012 (EUR 47.2 million). This significant decrease was due to the conclusion of a facility agreement in the amount of EUR 69.0 million in the three months ended June 30, 2012.

Net cash generated from financing activities for the financial year ended March 31, 2013 was EUR 32.9 million or 64.8% lower at EUR 17.9 million compared to the financial year ended March 31, 2012 (EUR 50.9 million). This decrease was primarily due to the issuance of a bond with net proceeds of EUR 99.0 million in the financial year ended March 31, 2012 while other long-term financial liabilities increased by EUR 23.9 million in the financial year ended March 31, 2013 compared to a decrease of EUR 42.3 million in the financial year ended March 31, 2012.

In the financial year ended March 31, 2012, net cash generated from financing activities was EUR 13.9 million or 37.7% higher at EUR 50.9 million (financial year ended March 31, 2011: EUR 36.9 million). This increase primarily related to the issuance of a EUR 100 million bond in November 2011, which was only partly used to repay bank borrowings.

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Equity

The following table shows changes in equity for the three months ended June 30, 2013 and the three years ended March 31, 2013, 2012 and 2011:

Share capital

Other reserves

Retained earnings

Equity attributable to owners of

the parent company

Non-controlling interests

Total equity

(in EUR million) (audited, except as otherwise noted) March 31, 2010 ............................................................................ 45.7 (1.6) 164.2 208.3 0.5 208.8Profit for the period ....................................................................... - - 35.2 35.2 (0.1) 35.0Other comprehensive income for the period................................. - (10.5) - (10.5) - (10.5)Total comprehensive income for the period ................................. - (10.5) 35.2 24.7 (0.1) 24.6Dividend relating to the financial year ended March 31, 2010 .... - - (2.3) (2.3) - (2.3)Change in treasury shares, net of tax ............................................ (1.2) - - (1.2) - (1.2)March 31, 2011 ............................................................................ 44.5 (12.0) 197.0 229.5 0.4 229.8Profit for the period ....................................................................... - - 26.6 26.6 0.0 26.5Other comprehensive income for the period................................. - 34.6 - 34.6 0.0 34.6Total comprehensive income for the period ................................. - 34.6 26.6 61.1 0.0 61.1Dividend relating the financial year ended March 31, 2011 ........ - - (8.4) (8.4) - (8.4)Change in treasury shares, net of tax ............................................ 1.1 - - 1.1 - 1.1Acquisition of non-controlling interests ....................................... - - (0.1) (0.1) (0.4) (0.5)March 31, 2012 ............................................................................ 45.5 22.6 215.1 283.2 (0.1) 283.1Profit for the period ....................................................................... - - 14.1 14.1 0.0 14.1Other comprehensive income for the period................................. - 22.3 - 22.3 0.0 22.3Total comprehensive income for the period ................................. - 22.3 14.1 36.4 0.0 36.4Dividend relating to the financial year ended March 31, 2012 .... - - (7.5) (7.5) - (7.5)Change in treasury shares, net of tax ............................................ 0.4 - - 0.4 - 0.4March 31, 2013 (unrestated) ...................................................... 45.9 44.9 221.7 312.5 (0.1) 312.5March 31, 2013 (restated, unaudited) ....................................... 45.9 42.4 216.6 304.9 (0.1) 304.9Profit for the period (unaudited) ................................................... - - 6.6 6.6 0.0 6.6Other comprehensive income for the period (unaudited) ............. - (4.7) - (4.7) (0.0) (4.7)Total comprehensive income for the period (unaudited).............. - (4.7) 6.6 1.9 0.0 1.9June 30, 2013 (unaudited) .......................................................... 45.9 37.6 223.2 306.8 (0.0) 306.7

(Source: Consolidated Financial Statements.)

On June 30, 2013, Group equity amounted to EUR 306.7 million – an increase of EUR 1.8 million or 0.6% compared to EUR 304.9 million (restated) as of March 31, 2013. This increase was due to the profit for the financial year ended March 31, 2013 in the amount of EUR 6.6 million, partly offset by negative currency exchange effects in the amount of EUR 4.7 million.

On March 31, 2013, Group equity (unrestated) amounted to EUR 312.5 million – an increase of EUR 29.3 million or 10.4% compared to EUR 283.1 million as of March 31, 2012. This increase was due to the profit for the financial year ended March 31, 2013 in the amount of EUR 14.1 million as well as currency exchange effects, which contributed EUR 22.3 million. Dividend payments for the financial year ended March 31, 2012 in an amount of EUR 7.5 million partly offset these positive effects. Due to the amendments in IAS 19, higher provisions for employee benefits are required, also for previous periods, which negatively affects Group equity. Taking into account the restatement, Group equity amounted to EUR 304.9 million.

On March 31, 2012, Group equity amounted to EUR 283.1 million – an increase of EUR 53.3 million or 23.2% (March 31, 2011: EUR 229.8 million). The increase was primarily due to the profit for the financial year ended March 31, 2012 in the amount of EUR 26.5 million as well as currency exchange effects, which contributed EUR 34.8 million.

In the financial year ended March 31, 2011, Group equity increased by 10.0% or EUR 21.0 million (March 31, 2010: EUR 208.8 million). This increase entirely related the Group’s profit for the financial year ended March 31, 2011 in the amount of EUR 35.0 million, which was partly offset by negative currency exchange effects in the amount of EUR 10.5 million.

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Debt

Interest bearing loans (including derivative financial instruments and financial liabilities)

As of June 30, 2013, the Group’s interest bearing loans (including derivative financial instruments and financial leases) totaled EUR 298.7 million (EUR 298.5 million as of March 31, 2013).

Description of the Group’s material financing contracts

Most but not all of the Group’s financing contracts are concluded by the Company. The Group relies on a variety of different funding sources, which in particular comprise the issuance of bonds, bank borrowings and export financing provided by OeKB, with simultaneous risk guarantees against political risks (such as expropriation, nationalization, war or revolutions).

The most important financing agreements (exceeding EUR 50 million), which are in place as of the date of this Prospectus are set out in more detail below:

• In May 2013, the Company refinanced a EUR 80 million bond issued in 2008 with two short-term credit facilities, each drawn down in an aggregate amount of EUR 40 million. Both instruments have a term of 12 months and floating interest rates are based on 1-month and 3-months Euribor rates. The credit facilities contain no financial covenants, but require the Company to repay outstanding amounts in due course following a capital increase. Following completion of the Offering, the Company intends to enter into separate financing transactions, which may involve a credit facility or any other financing instruments, to refinance the credit instruments entered into in May 2013.

• In November 2011 the Company issued a EUR 100 million bond with a five year term, due in 2016. The bond, which was publicly offered in Austria, has a denomination of EUR 1,000 and pays interest at a fixed rate of 5% p.a. The bond includes no financial covenants but a negative pledge clause, a tax gross up clause and allows investors to declare bonds due and payable, partly subject to a 10% quorum, if the Group fails to make payments or breaches other obligations under the bond, in case of a cross default exceeding EUR 2 million, in case of enforcement of a financing contract, if the Company or a material subsidiary cease to make payments or discontinue their business, in case of liquidation of the Company or a material subsidiary or in case of a change of control on the level of the Company.

• Pursuant to a loan facility agreement arranged by UniCredit Bank Austria AG with UniCredit Bank Austria AG, Erste Group Bank AG and Raiffeisenlandesbank Oberösterreich Aktiengesellschaft as original lenders the Company has obtained a EUR 69 million financing partly guaranteed by OeKB. The facility has to be repaid between 2014 and 2020 and contains a mandatory prepayment clause if the OeKB guarantee is revoked. Additionally, the facility agreement contains financial covenants relating to net debt / EBITDA and the Group’s equity ratio.

• For purposes of financing of the Group’s operations in China, several bank loan agreements have been entered into by AT & S (China) Co. Ltd.

Additionally, as of June 30, 2013, the Group had available unused, immediately drawable lines of credit in the amount of EUR 184.3 million (EUR 191.1 million as of March 31, 2013).

Maturity profile of the Group’s interest bearing loans

The following table shows the debt maturity profile of the Group’s interest bearing loans (including derivative financial instruments and financial lease liabilities):

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As of June 30, 2013

(in EUR million)

(unaudited)Repayments fall due as follows: Financial year ended March 31, 2014..................................................................................................................................... 49.2Financial year ended March 31, 2015..................................................................................................................................... 91.8Financial year ended March 31, 2016..................................................................................................................................... 11.5Financial year ended March 31, 2017..................................................................................................................................... 111.7Financial year ended March 31, 2018..................................................................................................................................... 11.5Financial year ended March 31, 2019 and subsequent financial years .................................................................................. 23.0Total ........................................................................................................................................................................................ 298.7

(Source: Consolidated Financial Statements and internal data.)

Net debt

The Group defines its net debt as total financial liabilities less cash and cash equivalents as well as financial assets.

As of June 30, 2013, net debt was EUR 199.3 million (financial liabilities of EUR 298.7 million less cash and cash equivalents of EUR 98.4 million and financial assets of EUR 0.9 million). This represented a decrease in the amount of EUR 18.1 million compared to net debt of EUR 217.4 million as of March 31, 2013. This decrease was primarily due to higher cash and cash equivalents held by the Group, the increase of which was mainly related to net cash generated from operating activities which was only partly used for investing activities.

As of March 31, 2013, net debt was EUR 217.4 million (financial liabilities of EUR 298.5 million less cash and cash equivalents of EUR 80.2 million and financial assets of EUR 0.9 million). This represented a decrease in the amount of EUR 25.1 million compared to net debt of EUR 242.5 million as of March 31, 2012. This decrease was primarily due to higher cash and cash equivalents held by the Group, the increase of which was mainly related to net cash generated from operating activities which was only partly used for investing activities.

As of March 31, 2012, net debt was EUR 242.5 million (financial liabilities of EUR 273.1 million less cash and cash equivalents of EUR 29.7 million and financial assets of EUR 0.9 million). This represented an increase of EUR 48.8 million or 25.2% (March 31, 2011: EUR 193.7 million), which was primarily due to higher financial liabilities which were incurred in connection with the ongoing facilitation and equipment of the production plant in Chongqing, China.

As of March 31, 2011, net debt was EUR 193.7 million (financial liabilities of EUR 212.0 million less cash and cash equivalents of EUR 4.2 million and financial assets of EUR 14.0 million). This represented an increase of EUR 45.7 million or 30.9% (compared to net debt in the amount of EUR 148.0 million as of March 31, 2010), which was mainly caused by higher financial liabilities which were incurred in connection with the ongoing facilitation and equipment of the production plant in Chongqing, China.

Net gearing

The Group’s net gearing is defined as net debt divided by equity. Management uses net gearing as a measure of overall indebtedness and leverage. As equity was affected by the restatement due to the amendments in IAS 19, net gearing was also affected by this restatement.

On June 30, 2013, the Group’s net gearing (restated) was 65.0% compared to 71.3% on March 31, 2013 due to lower net debt, which decreased from EUR 217.4 million as of March 31, 2013 to EUR 199.3 million as of June 30, 2013 due to the factors described above, and higher equity, which increased by 0.6%. Had the Offering been completed as of June 30, 2013 and assuming net proceeds of EUR 118.4 million, net gearing as of June 30, 2013 would have amounted to 19.0%.

On March 31, 2013, the Group’s net gearing (not restated) was 69.6% compared to 85.7% on March 31, 2012 due to lower net debt, which decreased from EUR 242.5 million as of March 31, 2012

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to EUR 217.4 million as of March 31, 2013 due to the factors described above, and higher equity, which increased by 10.4%.

Net gearing increased from 84.3% on March 31, 2011 to 85.7% on March 31, 2012 due to significantly higher net debt which increased by EUR 48.8 million or 25.2% and therefore increased at a higher rate than equity, which showed a positive development and increased by EUR 53.3 million or 23.2%.

The Group’s net gearing increased from 70.9% on March 31, 2010 to 84.3% on March 31, 2011, due to higher net debt as a result of significant investments in the Group’s Asian operations, while equity increased only at a lower pace during the same period.

Contingent liabilities and other financial commitments

In addition to obligations from non-cancellable leasing and rental agreements, which are included as financial liabilities in the Group’s financial statements, the Group had the following contingent liabilities as of June 30, 2013 and as of March 31, 2013, 2012 and 2011:

As of June 30, As of March 31, 2013 2013 2012 2011 (in EUR million) (unaudited) (audited, unless otherwise stated) Liabilities in connection with contractually binding investment projects ........... 27.4 16.9 20.5 46.6Liabilities to customs authorities and from bank guarantees............................... 1.2 1.4 3.6 0.1Contingent liabilities and guarantees (unaudited).......................................... 28.6 18.3 24.1 46.7

(Source: Consolidated Financial Statements and internal data.)

The Group’s contingent liabilities are mainly related to contractually binding investment projects. Contingent liabilities as of June 30, 2013 and March 31, 2013 mainly related to obligations in connection with the Group’s construction and equipment of the production plant in Chongqing. Contingent liabilities as of March 31, 2012 also primarily related to the construction and equipment of the production plant in Chongqing and to a lesser extent to capacity expansions in Shanghai. As of March 31, 2011, contingent liabilities primarily related to capacity expansions in Shanghai.

The Group expects that future investments will be directed to its existing production plants as well as to its new production plant in Chongqing. In particular, the Group expects investments of around EUR 350 million over the next three financial years (with a significant emphasis in the current and next financial year) in relation to its production plant in Chongqing. This amount excludes development and start-up costs, in particular personnel expenditures and costs of materials, which Management expects to range between 20% and 25% of the total investment amount. In addition, Management plans to incur capital expenditures for its other core business of on average EUR 20-40 million per year in the upcoming financial years.

Provisions

The Group establishes various types of provisions. The majority of the Group’s total provisions relates to provisions for employee benefits. As of June 30, 2013, the Group’s provisions for employee benefits amounted to EUR 22.7 million compared to EUR 22.3 million (restated) as of March 31, 2013. The unrestated provisions for employee benefits amounted to EUR 15.2 million as of March 31, 2013, EUR 13.9 million as of March 31, 2012 and EUR 12.2 million as of March 31, 2011. These provisions, which are entirely non-current due to an expected maturity of more than one year, mainly relate to unfunded termination benefits, which the Group’s employees in Austria, South Korea and China are entitled to upon leaving the Group.

Other provisions, which are mainly related to the restructuring of the Group’s production plant in Leoben-Hinterberg and associated with non-cancellable property lease obligations for no longer used building space, amounted to EUR 14.7 million (thereof EUR 2.7 million current and EUR 12.0 million non-current) as of March 31, 2011, EUR 13.6 million (thereof EUR 2.2 million current and EUR 11.4

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million non-current) as of March 31, 2012 and EUR 12.1 million (thereof EUR 1.6 million current and EUR 10.4 million non-current) as of March 31, 2013. Other provisions increased to EUR 14.8 million (thereof EUR 4.5 million current and EUR 10.3 million non-current) as of June 30, 2013 due to the recognition of a current provision in the amount of EUR 3.0 million relating to restructuring expenses expected in connection with the closure of the Group’s production plant in Klagenfurt.

Risk Management

The Group is exposed to a variety of risks as a result of its business operations, which require systematic and continuous risk management. Therefore, a Group-wide risk management system, last updated in August 2012, was introduced. Pursuant to the Group’s risk management system, the management of financial risks is centralized and carried out by the Group’s treasury department and the ultimate responsibility for risk management is with the CFO (currently, as the CFO’s responsibilities are with the CEO, the ultimate responsibility for risk management is with the CEO), who is in charge of supervision of risk management and the treasury department. At regular intervals, the Group’s risk exposure is reported to the audit committee and the Management Board is briefed quarterly in a structured manner on risk management.

Generally, risk is defined as a negative deviation from the business plan. On the contrary, chances refers to a positive deviation from the business plan. The individually identified and evaluated risks and opportunities are aggregated into the Group’s total risk exposure using a stochastic process, if (i) the estimated impact on the budgeted annual result exceeds EUR 0.25 million, and (ii) the probability of occurrence exceeds 1%.

The most important goal of the Group’s risk and chances management is the optimization of the total risk exposure with a simultaneous utilization of existing chances (optimization of risks-chances-mix).

Specific financial risk exposures

The Group’s risk management system has identified and addresses the following risk categories:

Financing risk

Financing risk relates to securing the Group’s financing requirements in general and in particular at favorable conditions for the Group.

On the asset side, the Group is exposed to low interest rate risks with regard to its securities portfolio. Other liquid funds are mainly invested short-term, and the entire securities portfolio is available for sale.

On the liabilities side, as of March 31, 2013, 84% of the Group’s financial liabilities are subject to fixed interest rates, taking into account interest rate hedging instruments, and most of the remaining variable interest rate financings have maturities of less than one year.

Taking into consideration the Group’s portfolios of financial liabilities and financial assets, an increase in interest rates by 100 basis points would have a negative effect on the Group’s finance costs - net (assuming that all other factors remain stable) in the amount of EUR 0.5 million. Similarly, a decrease in interest rates by 100 basis points would have a positive effect on the Group’s finance costs - net (assuming that all other factors remain stable) in the same amount.

Liquidity risk

Liquidity risk refers to the risk of becoming insolvent in the sense of not being in a liquidity position to meet due payment obligations.

To address this risk, the Group as of March 31, 2013 had available cash and cash equivalents in the amount of EUR 80.2 million and undrawn, immediately available credit lines in the amount of

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EUR 191.1 million. In this context, the Group’s positive operating cash flow (in the amount of EUR 71.7 million in the financial year ended March 31, 2013) also has to be taken into consideration.

Credit risk

Credit risk refers to the risk of payment defaults by the Group’s customers.

In the financial year ended March 31, 2013, 53% of the Group’s total sales were attributable to its five largest customers with individual absolute shares ranging from 5% to 23%. Therefore, the Group has a significant concentration risk regarding dependence on the creditworthiness of its core customers. As of March 31, 2013, the customers’ share in trade receivables outstanding roughly corresponded to their respective shares in total revenue. The credit risk is addressed by regular billing of delivered products as well as by credit assessments and credit insurances. In case of identifiable financial difficulties, the Group’s policy would allow deliveries only against advance payment.

Foreign exchange risk

Foreign exchange risk relates to transaction, translation and economic risks associated with foreign exchange availability and fluctuations.

The Group is particularly exposed to local currency risks due to its Asian subsidiaries. As a result of legal restrictions and the illiquidity of the currencies in question, local hedging transactions are possible only to a limited extent. Therefore, the Group attempts to naturally hedge its currency positions by aligning foreign currency receivables and payables. Additionally, if required and possible, the risk is transferred to Europe and hedged here.

Tax risk

Tax risk refers to the risk of additional, unexpected taxes being imposed on the Group by financial authorities.

The Group is aware of increased tax risks associated with its operations in India and China. Particularly in connection with transfer pricing policies, these countries have complex regulations which are not always fully in line with the OECD rules.

Financial market risks

Financial market risks in general refer to developments of the financial markets which would have an adverse effect on the Group’s results and financial position.

The Group partly uses derivative financial instruments such as forward contracts, options and swaps to protect itself against such financial market risks.

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MARKET OVERVIEW

PCBs are a fundamental component of virtually all electronic equipment. PCBs consist of patterns of electrical circuitry etched from copper that have been laminated on a board of insulating material to connect electronic components such as microprocessors that are essential to the operation of electronic products and systems. A finished multi-layer PCB consists of a number of layers of circuitry laminated together using intense heat and pressure under vacuum. The level of PCB complexity is determined by several characteristics, including interconnect and circuit density, size, layer count, hole diameter, material type and functionality. High-end commercial equipment manufacturers require complex PCBs fabricated with greater interconnect and circuit density and advanced materials, and higher layer counts, and demand highly complex and sophisticated manufacturing capabilities. By contrast, other PCBs, such as those used in non-wireless consumer electronic products, are generally less complex and have less sophisticated manufacturing requirements.

Global market

The global PCB market is rapidly changing, intensely competitive and highly fragmented, with the largest PCB manufacturer having a market share of approximately 4% (source: N.T. Information Ltd.: NTI Quarterly Q2, 2013 (NTI-100/2012)). According to the Zentralverband der Elektrotechnik- und Elektronikindustrie e.V. (“ZVEI”), there were approximately 2,600 to 2,800 PCB manufacturers worldwide in 2012 (source: ZVEI Jahresstatistik Leiterplatten Europa 2012, April 2013). The top 20 companies represent approximately 45% of the global market (source: NTI Quarterly Q2, 2013 (NTI-100/2012)).

The PCB market is a cyclical market characterized by long-term cycles. As a result of the economic contraction, industry analysts have reported a decline of the global PCB market of approximately 15% in 2009 (compared to 2008) to a total value of USD 41.2 billion in 2009. In 2010, the total value of the global PCB market was USD 52.5 billion, an increase of 27.3% compared to 2009. In 2011, the total value of the global PCB market amounted to USD 55.4 billion, an increase of 5.5%. In 2012 the global PCB market had a total value of USD 55.0 billion comprising all different types of PCB production (source: Prismark: The Printed Circuit Report – Second Quarter, August 2013). Supported by independent market researchers, Management believes that the PCB industry can expect a moderate growth over the coming years (see, in particular, Prismark, which forecasts a compound annual growth rate (“CAGR”) of 3.8% over the next five years; source: Prismark: The Printed Circuit Report – Second Quarter, August 2013).

Mobile device market

The mobile device business is one of the most technologically challenging and innovative sectors. The major growth drivers in the mobile devices industry are smartphones and tablets. In 2012, the global smartphone market grew by 44% year on year by units shipped (source: IDC Worldwide Mobile Phone Tracker, January 2013). Management also expects a rising demand for HDI PCBs in game consoles and digital still cameras.

The Group’s Mobile Device segment is focusing on HDI applications. AT & S is a leading HDI board supplier with a number two market position in 2012 (behind market leader Unimicron; source: Prismark: The Printed Circuit Report – Second Quarter, August 2013). Other relevant competitors are LG, Compeq, Ibiden, Zhen Ding Technology, TTM, Semco, Unitech, Tripod, Semco, Multek, Meiko, and Daeduck.

The total market size of PCBs used in areas which are relevant for the Mobile Devices segment (computing, communication, consumers) in 2012 was USD 37.3 billion. 38.3% of that amount were within the communications industry (e.g. smartphones, featurephones, bandit phones), 44.2% in the computing industry (e.g. desktop computer, notebooks, ultrabooks, servers) and approximately 17.5% in the consumer industry (e.g. digital still camera, portable media players, game consoles) (source: Prismark: The Printed Circuit Report – Fourth Quarter, February 2013).

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The following is a ranking of the 2011 global top ten smartphone OEMs in terms of units shipped:

Smartphone OEM units shipped in 2011 (million) Samsung ............................................................................................................................................. 95 Apple .................................................................................................................................................. 93 Nokia .................................................................................................................................................. 77 RIM (Blackberry) ............................................................................................................................... 53 Huawei................................................................................................................................................ 20 HTC .................................................................................................................................................... 45 ZTE .................................................................................................................................................... 15 Motorola ............................................................................................................................................ 19 LG ...................................................................................................................................................... 20 Sony ................................................................................................................................................... 20

(Source: Prismark, research prepared for AT & S Asia Pacific Ltd. in June, 2012.)

Automotive market

In the Automotive business unit (which includes also the aviation sector) AT & S is focusing on key schemes such as safety, entertainment and weight reduction. In this line of business, increasing efficiency and delivering top quality standards are the major issues. The trend towards high tech components increases the demand for HDI microvia and anylayer PCBs. In the automotive business, Management believes that the areas environment, safety, information and affordable cars are the main drivers for the PCB production.

The auto electronics market is expected to grow faster than the automotive market as a whole: While auto shipments grew from 62.3 million units in 2009 to 85.7 million units in 2012 (+37.6%), the value of the PCBs used in such cars increased from USD 2.80 billion to USD 4.05 billion (+44.8%) (source: N.T. Information Ltd., research prepared for AT & S in the third quarter, 2012).

In the automotive area, AT & S had a number eight market position in 2011 (source: N.T. Information Ltd., research prepared for AT& S in the third quarter, 2012), behind CMK Corp, Viasystems Inc., Meiko Electronics, Chin-Poon Industrial Co., Ltd., KCE, Nippon Mektron and Daeduck.

The total market size of PCBs used in the automotive industry in 2012 was USD 4,053 million, allocable globally by 30% to the powertrain category (e.g. engine and transmission control, emission control), by 23% to the infotainment category (e.g. car navigation, audio/video, hand-free telephone), by 14% to the safety category (e.g. airbags, ABS, seat belt, interior and exterior mirrors), by 12% to the lighting category (e.g. front and rear lighting, interior lighting, door knob lighting), by 11% to the sensors category (e.g. distance measurement, temperature sensor, pressure sensor) and by 10% to the thermal category (e.g. air-conditioning/heater control, engine cooling) (source: N.T. Information Ltd., research prepared for AT & S in the third quarter, 2012).

In the automotive industry, AT & S delivers PCBs to most of the tier-one suppliers in Europe and is further diversifying its geographical position among other applications. AT & S PCBs are used in automotive car lightings, advanced audio systems, systems to reduce unwanted noise inside the car, driver interface, fuel cells, sensor devices, infotainment, junction boxes etc.

Industrial electronics market

The industrial electronics business is characterized by a multitude of customers with widely diversified technological requirements. The products range from rigid multilayer PCBs (with up to 22 layers) to single- and double-sided, flexible and semi-flexible as well as rigid-flexible boards. The Group’s industrial business unit includes measurement and control technology, but also medicine products, computing, white goods (electronics for domestic machinery such as dishwashers or washing machines) and brown goods (entertainment products).

The total market size of PCBs used in the industrial solutions segment in 2011 was USD 2.98 billion, allocable globally by 9.5% for lighting solutions (e.g. lighting controls, fluorescent electronic ballasts, CFL lamp integral electronic content, LED replacement lamps or LED modules), by 17.3% to power

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solutions (e.g. power utility meters and infrastructure, generator power electronic converters and controllers, power quality electronic converters and switch gears, oil and gas exploration sensors and controls, wind power converters, or photovoltaic inverters), by 25.2% to instrumentation and controls (e.g. programmable logic controllers, control hardware components, motion control systems, computer numerical control (CNC) systems, process field instrumentation, discrete sensors and actuators, discrete sensors or actuators) and by 48,0% to other (e.g. industrial laboratory equipment, healthcare diagnostics, pharma/biotech lab equipment, radio-frequency identification (“RFID”) tags, barcode scanners/mobile computers, fire and security, other controls (lavatory), commercial appliances, or signage) (source: Prismark, Target research prepared for the Company, Report Nr. 4518, May 2012).

The industrial solutions business is mainly driven in Europe and America. AT & S is well positioned because it is the number one PCB producer in Europe (source: ZVEI Jahresstatistik Leiterplatten Europa 2012, April 2013). The Group’s competitors in this area are Würth Gruppe, Schweizer AG, Elvia, KSG, Ruwel, GS Swiss PCB, Somacis and Dyconnex.

In the industrial business leading manufacturers of electronic components from Europe, Asia and the United States are AT & S main customers. Among other applications AT & S PCBs are used in process control and automation systems, wireless modules and terminals as well as full functional electronic modules.

Medical and healthcare market

In the medical and healthcare business, size and weight reduction have the highest priority, especially in devices such as pacemakers. In this field the comprehensive experience of AT & S from the Mobile Devices segment adds value to its customers. AT & S is one of the few European PCB manufacturers which have obtained certification under the EN ISO 13485 Medical Devices Standard.

The total market size of PCBs used in the medical and healthcare segment in 2011 was EUR 810 million, allocable globally by 21.3% to diagnostics and imaging (e.g. X-Ray, nuclear, ultrasound, portable ultrasound or pillcam), by 21.9% to therapy (e.g. pacemakers, defibrillators, neurostimulators, drug delivery, temperature modulation, neonatal, ventilation or bionics), by 26.9% patient monitoring (e.g. monitoring, pulse oximeters, glucose monitors, anesthesia or telemetry systems) and by 29.9% to other medical and surgical (e.g. electrosurgical generators, surgical lighting, other lighting, tables, sterilizers, extended care, analytical instrumentation or molecular diagnostics) (source: BPA Consulting Ltd., Target research prepared for the Company, Report Nr. 979, May 2012). The main competitors of AT & S in this industry are Viasystems, Dyconex, KSG, Ruwel, Würth, TTM, and Schweizer AG.

Among other applications AT & S PCBs are used in hearing aids, pacemakers, heart rate monitors, GPS sport watches, diving and sport equipment or for electrophysiology.

IC substrate market

IC substrates are mainly used for central process units (“CPUs”) for computer, desktops, ultrabooks, smartphones and tablets, but also for various modules (e.g. dynamic random access memory (DRAM), flash memory). Management believes that, due to high entry barriers, the IC substrate business offers potentially higher margins than the PCB business, because it uses high-end manufacturing processes and there are fewer competitors in the market.

The IC substrate market in 2012 was USD 8.9 billion and showed a growth of 6.4% compared to the previous year (source: Japan Marketing Survey Co., Ltd. – IC Substrate Annual Report 2012 – The First Half of 2012). Management believes, supported by independent market researchers, that the IC substrate market can expect a higher growth rate than the PCB market (see, in particular, Japan Marketing Survey Co. Ltd., which forecasts a CAGR of 6.1% over the next five years; source: Japan Marketing Survey Co., Ltd., IC Substrate Annual Report 2012 – The First Half of 2012). This growth is mainly driven by the strong demand in the smartphone and tablet business. Currently the top six customers cover almost 70% of the total IC substrate demand.

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Currently approximately 48% of the USD demand is within the relatively more miniaturized chip scale package (“CSP”) segment and 52 % of the USD demand is within the relatively less miniaturized ball grid array (“BGA”) segment (source: Japan Marketing Survey Co., Ltd. – IC Substrate Annual Report 2012 – The First Half of 2012).

The following is a ranking of the 2013 global top 19 semiconductor manufacturers in terms of second quarter USD revenue (semiconductor business only):

Semiconductor manufacturer Q2/2013 revenue (USD million) Intel..................................................................................................................................................... 11,785 Samsung ............................................................................................................................................. 7,681 Qualcomm .......................................................................................................................................... 4,286 Toshiba ............................................................................................................................................... 2,866 Texas Instruments .............................................................................................................................. 3,047 Micron ................................................................................................................................................ 2,318 Hynix .................................................................................................................................................. 3,481 Renesas ............................................................................................................................................... 1,919 STMicroelectronics ............................................................................................................................ 2,045 Broadcom ........................................................................................................................................... 2,035 Fujitsu ................................................................................................................................................. 1,470 AMD................................................................................................................................................... 1,161 Infineon .............................................................................................................................................. 1,344 Freescale ............................................................................................................................................. 1,038 MediaTek............................................................................................................................................ 1,113 Marvell Technology ........................................................................................................................... 790 On Semiconductor.............................................................................................................................. 688 Analog ................................................................................................................................................ 675 Maxim ................................................................................................................................................ 608 Total ................................................................................................................................................... 50,350

(Source: Prismark: The Printed Circuit Report - Second Quarter, August 2013, p 9.)

The five leading suppliers in the IC substrate market are: Ibiden, SEMCO, Unimicron, NanYa and Shinko (source: Japan Marketing Survey Co., Ltd. – IC Substrate Annual Report 2012 – The First Half of 2012).

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BUSINESS

Overview

AT & S is currently the largest Europe-headquartered printed circuit board manufacturer based on revenue (source: ZVEI Jahresstatistik Leiterplatten Europa 2012; April 2013) and according to Management estimates one of the largest manufacturers in India and one of the market leaders in PCB technology. PCBs serve as the “electronic backbone” of almost all electronic equipment. Depending on technological and economic requirements, AT & S offers a wide range of PCBs specially tailored to customers’ needs: This includes single-sided, double-sided plated-through, multi-layer, high density interconnection (“HDI”), laser-drilled, insulated metallic substrate, flexible, rigid-flex and semi-flexible PCBs. AT & S is particularly specialized in the production of PCBs in the high-end HDI segment with its largest production plant for such PCBs in China.

The Group operates in three segments: the Mobile Devices, the Industrial and Automotive and the Other segments. The Mobile Devices segment has historically been and continues to be the most significant of these segments, contributing approximately 55% to the Group’s revenue in the financial year ended March 31, 2013, followed by the Industrial and Automotive segment which contributed approximately 45% (with 27% for industrial and 18% for automotive) to the Group’s revenue in the financial year ended March 31, 2013. In its Mobile Devices segment, AT & S delivers HDI PCBs to leading OEMs around the world, but also to manufacturers for their applications such as tablets and notebooks, music players, digital cameras and game consoles. In its Industrial and Automotive segment AT & S serves a diversified customer basis in various markets throughout the world, including in particular customers in the automotive, medical and aviation industries. Advanced packaging (the operative part of the third “Other” segment) is a new technology still under development; it allows the embedding of active and passive components directly into printed circuit boards to further optimize space; AT & S delivers its patented advanced packaging technology to customers in the United States and Japan; in the financial year ended March 31, 2013, advanced packaging contributed 0.3% to the Group’s revenue.

As of March 31, 2013, AT & S had 7,011 employees, of which approximately 4,500 were based in China, 1,200 in Austria, and 1,300 in the Group’s other international locations.

As of the date of this Prospectus, AT & S has six production plants each specializing in different technologies: Leoben-Hinterberg, Fehring and Klagenfurt in Austria, Ansan in South Korea, Nanjangud in India and Shanghai in China. The Group intends to close the production plant in Klagenfurt by the end of 2013 due to the decreasing demand for single-sided PCBs.

The Austrian production plants are geared to the European market and also, increasingly, to the North American market. Short production times, special applications and a greater emphasis on suppliers’ closeness to customers are typical for the European market. The production plants in Austria, India and South Korea usually concentrate on small and medium-sized batches for industrial and automotive customers, while in China the focus is on large volumes for mobile communications customers. Due to the research and development efforts, the production plants in Shanghai and Leoben-Hinterberg are important innovation centers within the Group.

The Group has decided to use its seventh production plant, located in Chongqing, China to produce IC substrates. The production plant is expected to start production in 2016. Once production has successfully started, the Group’s product portfolio would include so-called flip-chip ball grid array (“FC-BGA”) substrates.

In the financial year ended March 31, 2013, the Group generated revenue of EUR 541.7 million, EBIT of EUR 30.9 million and a profit of EUR 14.1 million. The Group’s Mobile Devices segment generated 54.9% of net revenue and 44.8% of net revenue were generated by the Group’s Industrial & Automotive segment.

The Company is the holding company of the Group. The Group consists of the Company and its

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subsidiaries, all of which are consolidated. The chart below shows in simplified form the entities of AT & S as of the date of this Prospectus.

(Source: Internal data.)

Key competitive strengths

Management believes that the following are the Group’s core competitive strengths.

AT & S is one of the technology leaders for high-end PCBs

AT & S is a leading supplier of HDI boards with a number two market position in 2012 behind market leader Unimicron (source: Prismark: The Printed Circuit Report - Second Quarter, August 2013). AT & S’ technology leadership is expressed in highest levels of PCB miniaturization and efficiency. Management believes that its high-end PCBs offer better electronic performance and increased functionality at a smaller footprint than regular PCBs.

Management believes – based on feedback received by analysts and certain customers – that the Group’s HDI plant in Shanghai, China, is one of the most automated PCB plants in the industry, enabling AT & S to provide high-end PCBs on a large industrial scale; the production plant is characterized by highest standards in terms of product quality, state of the art manufacturing processes and advanced environmental protection systems.

As a technology leader, the Group puts a particular emphasis on research and development. Recent R&D efforts have focused on advanced miniaturization features with a massive integration of functions (so-called “density”). The increased focus on research and development comes along with increased legal safeguards for the core technologies so developed. In the financial year ended March 31, 2013, AT & S filed 17 patent applications, and, as of March 31, 2013, held a total of 83 patents and patent applications. Recently registered patents include one of the few patented chip embedding technologies in the industry (ECP®) and NucleuS®, an environmentally friendly single card manufacturing concept which allows material and energy savings. The constant growth in the patent portfolio emphasizes the Group’s reputation as a technologically advanced PCB supplier.

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AT & S has long-term customer relationships with many of the top players and quality leaders in each of its market segments

The Group’s customers have high standards in terms of product quality, security of supply and time to market, irrespective of their location. AT & S is able to supply some of the world’s best known companies through its international set-up, state of the art equipment and manufacturing processes, as well as its special know-how in the field of miniaturization. Working closely with its customers, AT & S is able to develop single projects or ramp-up of series with one of the shortest lead times in the industry, thus enabling its customers to develop sophisticated electronic products more quickly and reduce their time to market.

The Group’s reputation in this area is reflected in its current customer portfolio, as AT & S delivers high-end products to many of the key players in each of its business segments.

AT & S focuses on high-end niche markets and is well positioned to benefit from anticipated market growth

AT & S is generally focusing on high-end segments and growing niche markets. One example are electronic applications in the medical technology business (diagnosis and other applications for therapeutic and medical equipment, such as hearing aids and pacemakers), which are expected to offer growth opportunities due to an increase in average ages, greater awareness of health-related matters, more affordable basic medical treatment and improved health service infrastructure in emerging economies.

Due to its focus on high-end niche markets, Management believes that AT & S is well positioned to benefit from the anticipated overall market growth for PCBs. Among others, Management expects rising demand for the Group’s HDI technology, driven by the emerging economies of the Asia-Pacific region and above-average growth of the automotive electronics sector. Recently, AT & S has experienced increased orders of HDI PCBs from the automotive industry in its Shanghai production plant, which Management believes is due to the growing number of electronic applications within a car (such as multimedia, infotainment and navigation systems, emergency calls (“eCalls”) or camera based advanced driver assistant systems), a trend which Management expects to continue.

AT & S has a global setup and local presence in key markets with access to emerging Asian producers

A network of three production plants in Europe and three production plants in Asia, combined with a service sales network on four continents, enables AT & S to be close to its customers and provide them with proactive service across time zones.

Through its production plants in Austria, the Group is able to offer just-in-time delivery and a high service approach to its European industrial and automotive customers. The Austrian production plant in Klagenfurt will be closed by year-end 2013. On the other hand, the Group’s HDI plant in Shanghai is specialized in producing substantial volumes of HDI printed circuit boards for mobile devices and has a secondary focus on high-end applications for automotive and industrial customers. In the financial years ended March 31, 2013, 2012 and 2011, AT & S has invested heavily in expanding its capacity in Shanghai. Overall, AT & S has been one of the largest Austrian investors in Shanghai since 2001.

AT & S is a recognized leader in environmentally sustainable production processes

Based on feedback received from key customers, Management is convinced that the Group is one of the leaders for environmentally sustainable production processes, as it continuously strives to improve its processes to reduce overall energy and carbon footprint and water consumption, and manage other required resources efficiently. AT & S has received ISO14001 certifications for its environmental management and OHSAS18001 certifications for occupational health and safety management at all locations. AT & S China has been awarded for activities related to environmental protection and safety management. Awards such as “Model Enterprise in Water Saving” by the Shanghai Water

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Administration in May 2010, “Advance Health Unit”, by the Shanghai Municipal Health Promotion Committee in February 2012 or the successfully passed “cleaner production audit” conducted by the Shanghai Cleaner Production Center in September 2011 are examples that express the high level of the Group’s environmental protection equipment and systems. They also show that the Group does not differentiate between environmental protection and safety management in Austria and Asia, but applies the same high standards across all its production plants.

Management believes that this has already given the Group a clear cost advantage over many of its competitors, particularly in Asia. In addition, going forward, environmental protection will be of more importance in order to maintain the operating licenses in particular in the Asian countries. In February 2012, the company launched an internal project which is designed to further emphasize the role of sustainability in the Group’s corporate culture, as well as strengthen AT & S’ leading position in the industry; initially, the project is focusing on CO2 reduction and reduced water consumption across the Group’s production plants.

Business strategy

The Group’s strategy is focused on further developing its core business on the one hand and successfully implementing its entry into the IC substrates business on the other hand.

Further developing AT & S’ core business

AT & S strives to continuously develop its core business, in particular through a continued focus on R&D and innovation aimed at increasing its revenue in its current niche markets and identifying new profitable market segments. The following specific strategies are key cornerstones of the Group’s overall strategy in this respect:

Further driving the technology through high-volume production of interposers

The Group currently is preparing to set up capabilities in Shanghai to produce interposers in high volumes. Management believes that the Group’s ability to produce interposers on a large industrial scale would be a milestone in the Group’s technological development and further strengthen its market position in advanced technology and innovation. This business also would offer significant synergies between the Group’s existing core business and the IC substrates business it expects to enter. The Intel Arrangements (as defined below) will help the Group to build up the know-how required for the production of interposers.

Further developing the Group’s position as a technological leader in advanced packaging

As one of the first manufacturers with a patented chip embedding technology (ECP®), the Group is best positioned to benefit from the increasing trend towards density and miniaturization. In March 2013, AT & S has entered into a cooperation for the module production of embedded component technologies in high volume, to facilitate the process of establishing a standard regarding the manufacturing of products using embedding technology and for pooling respective intellectual property rights. The long-term agreement targets industry-wide standardization, with AT & S and the strategic partner leading the ramp-up. Management believes that the cooperation will not only broaden the Group’s portfolio of intellectual property, but speed up the time to market for the Group’s advanced packaging technology, given that key market requirements are satisfied, in particular second source availability. Applications targeted with embedding technology include ultra-low power modules, wireless connectivity modules for applications such as near field communication (“NFC”) and sensor integration for fingerprint sensing and other value-add applications.

Further developing the Group’s technology portfolio through other innovative technologies

In order to address the major industry trends like miniaturization, integration, total connectivity or modular design concepts, AT & S focuses on four core development areas for its technology portfolio:

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• interconnect density: developing new solutions designed to further reduce the dimensions of the printed circuit board while increasing its complexity.

• mechanical integration: improving the integration of the printed circuit board with the other components in an electronic device.

• functionality integration: integrating additional functionalities in the printed circuit board beyond what is currently possible with the Group’s ECP® technology.

• printed solutions: reducing the consumption of water and other natural resources (e.g. copper).

Maintaining and further diversifying the Group’s customer portfolio and application segments

In order to reduce its exposure to, and reliance on, any single unpredictable end market and to provide alternative growth paths, AT & S will continue its efforts to diversify its customer portfolio in terms of industries as well as geographical locations. During the financial year ended March 31, 2013, 54.9% of the Group’s total revenue were generated in the Group’s Mobile Devices segment, which is generally characterized by higher cyclicality, but above average margin potential. AT & S will aim at maintaining a strategic revenue split between all its business units to ensure better diversification of its revenue stream over time. In addition, AT & S intends to continue leveraging its market know-how and ability to work at an early stage together with the R&D departments of its customers to identify new profitable market segments.

Entering the high-margin IC substrates business

In January 2013, the Group entered into a Corporate Purchase Agreement and a Master Collaboration and Intellectual Property Agreement with Intel (together the “Intel Arrangements”) in connection with the Group’s planned manufacture of IC substrates starting in 2016.

Management believes that the IC substrates business, by using high-end manufacturing, is offering higher margin potential than the Group’s current PCB business. Given high entry barriers, the number of competitors (about 20) is lower in this market than in the Group’s printed circuit board business. At present, the major competitors in the high-end IC substrate market are headquartered in Japan, South Korea and Taiwan. As a result, management believes that AT & S is well positioned to penetrate the market by offering high-end IC substrates at more competitive prices by manufacturing in China, where it can leverage on its know-how of highly automated processes already established in its Shanghai production plant and its knowledge of the local market. Furthermore, Management believes that highest quality standards, high corporate social responsibility standards, secure intellectual property rights, experience in the ramp-up of production plants, expertise as well as long-term partnerships with customers are prerequisites for successfully entering the business.

AT & S has built and is currently equipping and facilitizing a previously planned production plant in Chongqing, China as a result of its strategic decision to enter into the IC substrate market. In connection with this, the Group is also building up the necessary expertise and know-how to bring the Chongqing plant into production. In this context, Management believes that the Group can rely on existing experience and know how. In particular, through the introduction of the advanced packaging technology to the market, AT & S has already gained experience with leading chip designers and is therefore very close to potential IC substrate customers and their needs. Furthermore, AT & S has many years of experience in operating a production plant in China. Finally, in its core business, AT & S has achieved the critical size to be able to successfully manage the new business. Management believes that upon completion of the volume ramp-up of the Group’s IC substrate plant (expected to occur in 2016), the Group could become a recognized player in this business. Entering into the IC substrates business will also give AT & S the opportunity to use synergies within its two Chinese production plants.

Subject to AT&S ability to manufacture and obtain final customer qualification for its substrate products, the current plan is for Intel to be the initial customer for the Group’s substrate business. Over

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time AT & S intends to approach other leading semiconductor manufacturers in the substrates business. From today’s perspective AT & S foresees investments over the next three financial years with a significant emphasis in the current and next financial year of around EUR 350 million which excludes development and start-up costs (in particular relating to personnel expenditures and costs of materials), which Management expects to range between 20% and 25% of the total investment amount.

The products of AT & S

Technological and economic considerations determine which type of printed circuit board is used for a given application. AT & S produces a variety of PCBs for a wide range of applications:

PCBs

A PCB is a board containing a pattern of conducting material, such as copper, which becomes an electrical circuit when electrical components are attached to it. It is the basic platform used to interconnect electronic components and can be found in most electronic products, including computers and computer peripherals, communications equipment, cellular phones, consumer electronics, automotive components and medical and industrial equipment. PCBs are more product-specific than other electronic components because generally they are unique for a specific electronic device or appliance.

Single-sided PCBs

Single-sided PCBs are PCBs with wiring available only on one side of the insulating substrate. The side which contains the circuit pattern is called the solder side whereas the other side is called the component side. These types of PCBs are mostly used in case of simple circuitry and where the manufacturing costs are to be kept at a minimum. Nevertheless, they represent a large volume of printed boards currently produced for professional and non-professional grades.

AT & S produces the following single-sided PCBs:

• Single-sided standard PCBs are made of phenolic or epoxy based paper or glass material; the high volume hole and contour is done by punching; they are used automotive business (LED applications, rear light) and for controls & switches;

• Insulated metallic substrate (“IMS”) PCBs consist of a material with a special thermal conductivity; 1mm or 1,5 mm aluminum plates are used as standard metal; they are used in the automotive business (head lights, back lights) and for traffic and street lights;

• Thick copper PCBs have a copper thickness between 70 and 210µm and are used in automotive business (high current circuits, heat dissipation, power controls, power distribution, for the battery management of e-cars and in central electric hybrid cars).

Single-sided PCBs are currently produced in Klagenfurt. The production of singled-sided PCBs as well as the production plant in Klagenfurt will be closed down at the end of 2013.

Double sided plated-through (“PTH”) PCBs

Double-sided PCBs have wiring patterns on both sides of the insulating material, i.e. the circuit pattern is available both on the components side and the solder side. AT & S produces the following double-sided PCBs:

• Double-sided standard PCBs have a thickness of 1,6 or 1 mm, are made of epoxy based glass fabric material with different copper cladding and are used in high frequency applications in the automotive business (sensors, air-condition, switches, ABS, airbag, rear lights led, and central electric unit back / front);

• Metal core PCBs have a metal core (aluminum or copper) in the center of the material designed to reach the best heat distribution; they are used in the automotive business (LED application);

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• Copper inlay PCBs are standard PTH PCBs with copper coin inlays with the advantage of a hot spot cooling on the PCB, allowing the best heat transfer from the top to the bottom side of the PCB; they are used in the automotive business (PCB with hotspots below the components).

Multi-layer PCBs

A multi-layer PCB can accommodate more complex circuitry than a double-sided PCB. It has more than two copper circuit layers with pieces of laminate bonded by resin between layers. Multi-layer PCBs require more sophisticated production techniques compared to single and double-sided PCBs, as, among other things, they require high precision manufacturing and more stringent product quality. The number of layers comprising a PCB generally increases with the complexity of the end product. For example, a simple consumer device such as a garage door controller may use a single-sided or double-sided PCB, while a network router or computer server may use a PCB with 20 layers or more.

• Multilayer Standard PCBs are made of epoxy based glass fabric material with different copper cladding and have 4 to 28 layers; they are used in the automotive business (sensors, ABS, airbag and central electric unit back / front);

• High Frequency / Low Loss PCBs are made of special resin system material with low epsilon relative (i.e. a low influence on electromagnetic waves) and low loss factor; they have a tight impedance control and are used in the automotive business (radar, car to car communication, distance assistance, active drive systems);

• Thick Copper PCBs have a copper thickness of 70-210 µm (400µm for inner layers), 2 to 10 layers and are mid / high glass transition temperature (“TG”) material used in the automotive business like single-layer thick copper PCBs.

HDI Microvia PCBs

High density interconnect (“HDI”) PCBs are PCBs with higher interconnect density per unit area, requiring more sophisticated technology and manufacturing processes for their production than conventional PCB products. High-density characteristics are micro-sized, laser-drilled holes (“microvias”) with a diameter at or less than 0.15 mm and fine lines (circuit line width and spacing at or less than 0.075 mm). AT & S produces HDI microvia PCB, with up to 5 microvia build-up layers per circuit board side, or with staggered microvias throughout over the whole thickness of the circuit board. They are used for handheld devices and consumer electronics.

Anylayer PCBs

In anylayer PCBs all layers of a PCB are high density interconnection layers which allows the conductors on any layer of the PCB to be interconnected freely with copper filled stacked microvia structures. This provides a reliable interconnect solution for highly complex large pin-count devices, such as CPU chips utilized on handheld and mobile devices in smartphones and automotive applications.

Flexible and rigid flexible PCBs

• Flexible PCBs are printed circuits produced on a flexible laminate, allowing it to be folded or bent to fit the available space or allow relative movement. Use of flexible circuitry can enable improved reliability, improved electrical performance, reduced weight and reduced assembly costs when compared with traditional wire harness or ribbon cable packaging. Flexible PCBs can provide flexible electronic connectivity of electrical devices in the automotive business (sensors, switches, controls), for cable replacement and for cameras, camcorders or printer heads.

• Semiflexible PCBs use thin double sided glass epoxy materials and allow bending cycles of maximum five times on a 5 mm bending radius and are used for cost effective flex to install solutions in the automotive business, for controls, cable replacement and LED.

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• Rigid-flexible PCBs are a material combination of polyimide and glass epoxy. They integrate multiple PCB assemblies and other elements such as display, input or storage devices without wires, cables or connectors, replacing them with thin, light composites that integrate wiring in ultra-thin, flexible ribbons between sections with a better signal transfer. In rigid-flex packaging, a flexible circuit substrate provides a backbone of wiring with rigid multilayer circuit sections built up as modules where needed. Since the ribbons can be bent or folded, rigid-flex provides a means to compactly package electronics in three dimensions with dynamic or static bending functions as required, enabling miniaturization and thinness of product design. Rigid-flex technology is essential to a broad range of applications in the automotive business (back and front camera systems, rain and other sensors) or hand-held and wearable electronics such as mobile phones, video cameras and music players.

• Flexible PCBs on aluminum are single-sided flexible PCB partly bonded to an aluminum plate and are mainly used for high volumes LED applications for boundary and rear lighting and front headlights in the automotive business, as well as for LED applications in building lighting.

• HDI Rigid Flex PCBs are a combination of HDI rigid and flex layers, manufactured since January 2012 by the Company in a strategic cooperation with Multi-Fineline Electronix, Inc.

Advanced Packaging production

The Group’s “advanced packaging” products are produced by means of new, technologically advanced applications using embedded component packaging technology, where electronic components are integrated directly into printed circuit boards in order to enable further reductions in the size of end user devices and also enhancing the functionality. The Group is one of the first manufacturers with a patented chip embedding technology (ECP®) produced in Leoben-Hinterberg.

ECP® has demonstrated through numerous third-party and OEM test regimes that its interconnect technology improves the resistance to mechanical shocks. ECP® is used for mobile devices, where the designer can stack discrete active and passive components to provide improved functional density or in the automotive industry, where it reduces the supply chain complexity and total costs have led automotive suppliers to consider ECP® for safety critical high temperature needs such as engine management systems and automatic gearbox control units, but also for vehicle sensors, power electronics and wireless security systems. In the medical devices industry, e.g. for hearing aids, ECP® allows maximum feature integration in the smallest possible space and offers significant integration and durability benefits over existing package types. Starting with the financial year ended March 31, 2013, the Group has created a separate business unit “Advanced Packaging”, reported in the Group’s “Other” segment, that includes all of the Group’s activities in this area.

IC substrates and interposer

IC substrates are mounts that are used to connect very small ICs to comparatively larger PCBs. IC substrates are used for assembly into electronic end products such as memory modules, cellular phones, digital cameras, automotive GPS and engine controls. IC substrates, also known as IC carriers, are highly miniaturized circuits manufactured by a process largely similar to that for PCBs but requiring the use of ultra-thin materials and including micron-scale features, as they must bridge the gap between single digit microns sized IC-features and up to millimeter sized PCB features. Consequently, IC substrates are generally manufactured in a semiconductor-grade clean room environment to ensure products are free of defects and contamination.

In general there are different substrate materials used in the packaging of components depending on the application and use of the electronic components.

• Organic laminates (also so-called build-up substrates) have a wide field of applications;

• Leadframe is the standard technology, with low production costs;

• Ceramic substrates have high reliability and high production costs;

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• Flexible substrates are used for special applications.

AT & S plans to specialize in build-up substrates and therefore in the production of substrates of organic laminates, in particular in products of the class of so-called flip-chip ball grid arrays (“FC-BGA”), which are characterized by the highest technological requirements. This packaging technique is used in the packaging of e.g. PC processors (CPUs), graphics processing units (GPUs) or just for application processors (Application Processor Units or APU) as are used today in smartphones, tablets or notebooks.

The IC substrate business differs from the printed circuit board business primarily via the fact that higher standards of quality, automation and miniaturization are required due to other processes (semi-additive processes) that are used in the IC substrate business. In contrast to the PCB business, where printed circuit boards are produced for mobile phone manufacturers, sub-suppliers for the automotive industry or medical technology, the IC substrates are mainly sold to semiconductor manufacturers. In the IC substrate business there are significantly fewer suppliers, longer training processes, less types of specific products, but in higher volume, are manufactured, and stable business relationships are typical. Therefore the customers cannot easily replace the supplier.

An interposer serves the purpose of fanning out small pitches (from a substrate or die) to a larger pitch (PCB, for example) or for rerouting connectivity. In essence, the interposer AT & S will produce serves the purpose of further redistributing the circuits from small (the patch) to a larger pitch (PCB). The patch, for example, would be manufactured typically in a substrate line and the interposer on an HDI PCB line.

The interposer products to be manufactured in Shanghai are basically combining high-end PCBs technology and low-end substrates technology in order to achieve design rules otherwise only reachable through a dedicated substrate plant. Management believes that manufacturing costs can be decreased without sacrificing density which they estimate makes the product attractive to chip designers.

The Group’s segments

Mobile Devices

In its Mobile Devices segment AT & S produces high-end PCBs for OEMs in the mobile phone business and manufacturers of mobile end user devices, in particular for the following products:

• Smartphones: AT & S supplies some of the most advanced smartphone producers with leading edge technologies to enable voice and video calls, emails, multi-media contents, apps etc.

• Tablets: Tablets is the fastest growing segment in the consumer electronics industry with increasing adaptation by education institutions and businesses. The Group’s customers commonly have high expectations in terms of product quality and on-time delivery.

• Ultrabooks are the next generation of slim and powerful laptop computers.

• Digital still cameras (“DSC”) include compact, single-lens reflex and mirrorless interchangeable lens cameras.

• Portable media players (“PMB”) provide mobile multimedia content.

• Game consoles have the roots in a number of different industries. Recently, consoles with improved visual and 3D graphics are produced.

Industrial and Automotive

AT & S’ PCBs for the industrial business comprise a huge array of technological requirements. The end products run from measurement and control systems to industrial computers and avionics. This requires a high degree of adaptability. For AT & S, a highest possible flexibility and the capability to quickly

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adapt to changing specifications and technologies are necessary to maintain its market share in this sector.

The Group’s Industrial and Automotive segment supplies its products to automotive component suppliers and customers in the automotive, medical and aviation as well as in other industries. In the automotive business AT & S focuses on PCB production for the following trends:

• Environment: AT & S expects growing demand for applications related to e-mobility, electrification of drivetrains, of hybrid and electric components, electric power steering and weight-saving design.

• Safety: The Group’s customers set the highest standards for supplier reliability and PCB quality in applications such as advanced driver assistance systems (“ADAS”) like brake assistance side, rear view camera or car-to-car communication.

• Information: AT & S customers are developing systems that control the information flow to the driver, such as head-up tachygraphy cockpit modules, navigation or multimedia.

• Affordable cars: Management assumes that the demand for cost efficient solutions in small and compact sized vehicles will grow.

In the medical and healthcare market, AT & S consistently enlarges its portfolio to all fields of medical technology. The Group’s main products are:

• Diagnostic & Imaging: The main applications are diagnostic instruments that provide high resolution pictures of structures inside the body. PCBs are used in MRI, X-ray, ultrasound, diagnostic and imaging areas.

• Medical Therapy: In this business, the equipment is used in the treatment of specific medical conditions. The Group’s PCBs are used e.g. in defibrillator, pace-makers or hearing aids.

• Patient Monitoring: Instruments are used to measure and monitor patients’ vital signs and other functions. The Group’s PCBs are used e.g. in blood glucose meters and ECG.

• Other: This unit includes all other electronics which are used for specific medical applications. The Group’s PCBs are used in surgical tools, test and analytical IT, in biochips and in RFID.

Other

The Group’s Other segment consists of the operative business unit Advanced Packaging and of holding functions. Advanced package technology is used for high-end mobile devices, automotive applications, for semiconductor packaging, and industrial sensors.

AT & S arrangements for the production of IC, in particular FC-BGA substrates

As announced by the Issuer in January, 2013, the Group decided to enter into a further business segment and to expand its portfolio with the production of IC substrates (see “Business–Products–IC substrates”). Accordingly, in January 2013, the Group entered into the Intel Arrangements. The Intel Arrangements do not allow the Group to manufacture IC substrates for other customers using the technology provided by Intel. Intel has no obligation to make any purchase of IC Substrates from the Group whatsoever.

The production plant which will be dedicated to this business is currently being facilitized and equipped in Chongqing, China. The Group foresees investments of around EUR 350 million over the next three financial years with a significant emphasis in the current and next financial year which excludes development and start-up costs, in particular personnel expenditures and costs of materials, which Management expects to range between 20% and 25% of the total investment amount. AT & S expects sales in this segment from the calendar year 2016 onwards.

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Manufacturing technologies and customer qualification procedure

The market for AT & S’ products is characterized by quickly evolving technologies. In recent years, the trend in the electronic products industry has been to increase the speed, complexity, and performance of components while reducing their size. AT & S believes its technological capabilities allow it to address the needs of manufacturers to bring complicated electronic products to market faster.

It is crucial for the Group’s business to get the status of a qualified supplier for its customers. Accordingly, lengthy qualification procedures may apply for both existing customers (in case a new product series is launched), and for new customers in almost every case.

To manufacture PCBs, the Group generally receives circuit designs directly from its customers in the form of computer data files, which it reviews to ensure data accuracy and product manufacturability. Processing these computer files with computer aided manufacturing (CAM) technology, AT & S generates images of the circuit patterns that it then physically develops on individual layers, using advanced photographic processes. Through a variety of plating and etching processes, AT & S selectively adds and removes conductive materials to form horizontal layers of thin circuitry, which are separated by electrical insulating material. A multilayer circuit board is produced by laminating together multiple layers of circuitry, using intense heat and pressure under vacuum. Vertical connections between layers are achieved by drilling and plating through small holes, so-called vias. Vias are made by highly specialized drilling equipment capable of achieving extremely fine tolerances with high accuracy. AT & S specializes in high layer count PCBs with extremely fine geometries and tolerances. Because of the tolerances involved, AT & S maintains clean rooms in certain manufacturing processes where tiny particles might otherwise create defects on the circuit patterns. AT & S also uses automated optical inspection systems and electrical testing systems to ensure consistent quality of the circuits it produces.

Due to various reasons, including but not limited to capacity limitations, technical peculiarities and cost efficiency, AT & S, from time to time and in line with common industry practices, employs subcontractors who carry out certain steps of the whole production process on behalf of AT & S.

The Group’s production plants, real property and equipment

The Leoben-Hinterberg production plant (Austria) is the Group’s headquarters with 759 full-time equivalent employees as of March 31, 2013 and was opened in 1982 by a predecessor of the Company. It produces standard PCBs, HDI multilayer printed circuit boards, rigid-flex printed circuit boards and ECP® products predominantly for industrial, customers with a production capacity of 130,000 m².

The Fehring production plant (Austria) with 337 full-time equivalent employees as of March 31, 2013 and was opened in 1974 by a predecessor of the Company. It produces double-sided plated-through printed circuit boards, rigid-flex printed circuit boards almost entirely for industrial and automotive customers with a production capacity of 300,000 m².

The Klagenfurt production plant (Austria) with 101 full-time equivalent employees as of March 31, 2013 was opened after acquiring the assets from an insolvent company in 2003. It produces single-sided printed circuit boards, double-sided, not through-hole plated printed circuit boards and insulated metallic substrate (IMS) predominantly for industrial customers with a production capacity of 300,000 m². Management intends to close the production plant in Klagenfurt by the end of 2013 due to the decreasing demand for single-sided PCBs.

The Shanghai production plant (China) with 4412 full-time equivalent employees as of March 31, 2013 is AT & S’ largest production plant; Management believes it is one of the largest HDI PCB manufacturing production plants in China. It was opened in 2002. It is specialized in the production of HDI multilayer printed circuit boards predominantly for mobile device customers with a production capacity of 710,000 m².

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The Ansan production plant (South Korea) with 240 full-time equivalent employees as of March 31, 2013 was acquired in 2006. It produces single and double-sided flexible printed circuit boards, flexible multilayer circuit boards, rigid-flex printed circuit boards and flexible printed circuit boards with metal reinforcement predominantly for mobile device and industrial customers and has a production capacity of 120,000 m².

The Nanjangud production plant (India) with 1043 full-time equivalent employees as of March 31, 2013 was acquired in 1999. It produces standard multilayer circuit boards and double-sided plated-through printed circuit boards with reinforcement almost entirely for industrial and automotive customers with a production capacity of 300,000 m². The Chongqing production plant (China) is under construction since June, 2011 and is currently in the process of installing the required facilities and equipment. It will focus on high-end products, in particular IC substrates for the production of IC, in particular FC-BGA substrates (see “Business–Material contracts”).

Timeline for Chongqing (according to Management’s expectations) 2011-2013 Construction of the building and infrastructure 2013 Training employees, equipment procurement 2014 Internal equipment installation and qualification 2015 Process validation and planned certification with Intel 2016 Start of volume manufacturing

The book values of property, plant and equipment as of March 31 of each of the years 2013, 2012 and 2011were as follows:

As of March 31, 2013 2012 2011 (EUR million, audited) Land, plants and buildings ................................................................................................... 54.4 55.7 55.6 Machinery and technical equipment .................................................................................... 344.0 359.5 291.3 Tools, fixtures, furniture and office equipment ................................................................... 4.5 5.2 4.6 Prepayments and construction in progress........................................................................... 34.9 34.1 34.0 Total ..................................................................................................................................... 437.8 454.5 385.5

(Source: Consolidated Financial Statements.)

In connection with the provision of collateral for various financing agreements, property, plant and equipment in the amount of EUR 1.7 million has been pledged as of March 31, 2013 (as of March 31, 2012: EUR 1.8 million, as of March 31, 2011: EUR 0.0 million; source: Consolidated Financial Statements).

The Group entered into various operating lease agreements for the rental of office space, properties and production plants, as well as factory and office equipment and technical equipment. Non-cancellable lease and rental expenses amounted to EUR 2.9 million in the financial year ended March 31, 2013, EUR 3.5 million in the financial year ended March 31, 2012 and EUR 3.2 million in the financial year ended March 31, 2011 (source: Consolidated Financial Statements).

Research and development

In the technology-driven environment in which the Group operates, significant importance is attached to research and development (“R&D”). In the printed circuit board industry, constant innovation, product replacement and successful marketing of new products are essential. In the financial year ended March 31, 2013, the Group invested EUR 24.7 million (financial year ended March 31, 2012: EUR 32.9 million; financial year ended March 31, 2011: EUR 28.3 million) in R&D (source: Consolidated Financial Statements).

The importance of new technological developments for the Group is illustrated by the fact that in the financial year ended March 31, 2013 more than 15% of the Group’s revenue and more than 30% of the Mobile Devices segment’s revenue were generated by products manufactured with technologies launched within the past three years (source: internal data, unaudited). The potential for progress and the pressure to innovate are particularly significant in the electronics industry, in particular in the

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smartphone business. Industry analysts expect new technology to make it even easier to exchange information. Mobile devices will be integrated more and more into everyday living. Sensors that capture information and transmit it to processors will increasingly be used in public and private spaces. In the future, electronic systems will become important in the background in many products (as is already the case in luxury cars), making its operation simpler and safer.

The key to this will be continued miniaturization of terminal devices and the roll-out of wireless capable infrastructure. The aim is not just to enable users to communicate, but to allow machines and devices to do so as well. But making a reality of such developments will involve paying close attention to the problems of the future. For example, the availability or scarcity of natural resources will be an increasingly pressing issue. Intensifying competition for dwindling supplies of commodities over the next few decades will inevitably be a major focus of the Group’s R&D effort.

The Group has identified four core development areas that will form the centerpiece of its R&D efforts. Those areas are interconnect density, mechanical integration, functionality integration and printed solutions.

The trends and considerations outlined above form the basis of the Group’s technological strategy. The core of the strategy is (i) to stress on the high-tech segment, (ii) to increase contribution to the manufacturing value chain of electronic devices and (iii) to reduce consumption of natural resources like materials, water and energy.

Employees

The overall number of employees decreased worldwide from 7,486 as of March 31, 2011 to 7,011 as of March 31, 2013. The overall number of leased personnel decreased worldwide from 4,037 as of March 31, 2011 to 3,140 as of March 31, 2013. The average number of leased personnel in the financial year ended March 31, 2013 was 3,455.

The table below provides a breakdown of the Group’s employee numbers split into (i) salaried, (ii) non-salaried and temporary and (iii) trainees and work experience, as of March 31 of each of the years 2013, 2012 and 2011:

As of March 31, 2013 2012 2011 Salaried.................................................................................................................................... 1,502 1,505 1,392 Non-salaried and temporary.................................................................................................... 4,868 5,478 5,404 Trainees and work experience.................................................................................................- 611 495 690 Total ........................................................................................................................................ 7,011 7,478 7,486

(Source: Consolidated Financial Statements.)

As of March 31, 2013, 1,199 employees were employed in Austria (thereof 73 leased personnel), 4,465 employees in China (thereof 3,020 leased personnel), 1,043 employees in India (thereof 17 leased personnel), 240 employees in South Korea (thereof 30 leased personnel), and 65 employees in other countries (thereof no leased personnel).

Regulatory and environmental matters

AT & S combines an entrepreneurial approach with social and environmental responsibility, and applies high standards at its production plants. AT & S uses the available resources to deliver the best possible long-term results. AT & S thinks that the “people, planet and profit” dimensions of performance need not conflict with each other, but that all three are able to support the sustainability of a business.

Occupational health and safety

Raising awareness of safe working methods and avoiding accidents is the primary objective of AT & S’ occupational health and safety and emergency prevention activities. Thanks to ongoing training courses,

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increased awareness, annual initiatives and long-term goals, all of which are part of the IMS, AT & S was able to reduce accident rates during the financial year ended March 31, 2013. A global reporting system and standardized approaches have enabled AT & S to improve its safety record and reduce the time lost through accidents at work, which is already below the statutory limits.

Environmental policy

AT & S takes its environmental responsibilities seriously. The improvement of processes and products is an important task at all levels of the organization, and the Group places emphasis on the economical use of resources. Targets reflect the principles set out in the Group’s environmental policy and the necessity to enhance its environmental performance. These targets also take into account environmental factors, as well as economic and operational considerations. AT & S constantly tries to exceed statutory requirements and minimize the ecological impact of its products and services.

Regulatory and environmental laws

The Group is subject to comprehensive regulatory provisions under Austrian and EU laws and regulations, as well as in all local jurisdictions in which it has production plants, including laws and regulations regarding health and safety, employment, competition and environment. The number of these laws and regulations has increased over the past years and such laws and regulations have become more stringent and have been more strictly enforced by the respective authorities. Management believes that the Group is substantially in compliance with all such laws and regulations, as they are currently interpreted. To the best of Management’s knowledge, there are no current or potential material regulatory claims against the Group.

The Group made significant investments to implement high standards for waste water and waste water handling and to avoid air pollution.

Europe

In Austria as well as in the European Union and its other member states, a vast number of laws, regulations and standards exist which govern environmental protection matters, in particular in the field of waste and wastewater, chemicals, factory equipment, energy, air pollution, flora and fauna and raw materials. Management believes that Group complies with the legal requirements in all material aspects. In addition, the Group complies with the environmental standard ISO 14001, which provides an environmental management system (“EMS”). The aim is to enforce environmental protection and to prevent environmental damage in line with socio-economic requirements. ISO 14001 stipulates five certification elements: Environmental policy, planning, implementation and operation, checking, and management review. Under each element, specific requirements are provided, including the commitment to environmental responsibility by the Company’s top management, the establishment of overall environmental goals and specific actions, the commitment to continuous improvement, prevention of pollution, and compliance with legislation, recognition of critical business processes and the definition of improvement measures. Furthermore, AT & S is obliged to prepare a contingency plan for potential emergencies, internal communication of environmental issues, systematic monitoring and measuring of environmental activities and processes. The Group has to conduct periodic EMS audits through an independent party and through Management and is committed to continuously improve the EMS.

Asia

The main production plant of the Group is located in China. In public perception, China is widely deemed to have implemented only little or insufficient environmental standards. However, China has been working with significant determination in recent years to develop, implement, and enforce a solid environmental law framework. In addition to the legal requirements, the Group voluntarily complies with ISO 14001 also at its locations in Asia.

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In February 2013, the NDRC issued a decree according to which gold cyanide plating (a special process for gold-coating with cyanide), which is well-established in the production process of the Group in China, will be forbidden as of January 1, 2015. The NDRC has suggested using an alternative process of a Chinese monopolist. Alternatively, the Group could develop new processes, which, however, are not yet available and/or could lead to significant increases in production costs. Because the lack of cost-effective alternative processes would considerably affect the entire Chinese semiconductor and PCB industry (if not the Chinese electronics business as a whole), AT & S and other market participants as well as industry associations have entered into an intense dialogue, aimed at easing the ramifications of the new rules. If cost-effective alternative processes remain unavailable, AT & S, in line with industry practice, considers off-loading parts of its production process to subcontractors, who are in the position to carry out necessary production processes.

Social responsibility

The Group tries to contribute to the welfare of people living in the catchment areas of its production plants around the world by means of targeted health care and education projects. In the financial year ended March 31, 2013, the Group provided medical care to local communities living close to the Nanjangud production plant in India. In China, the Group supported a technical college and local schools in the course of the ground-breaking ceremony for the new Chongqing production plant. In addition, employees at the Group’s Asian production plants receive fringe benefits, including a shuttle bus network, staff rooms, small supermarkets, libraries, internet access and on-site medical check-ups. The Group also supports various local projects – such as the construction of a nursery school and a health center in India – with the aim of creating sustainable community infrastructure.

Intangible assets

The book values of the Group’s intangible assets as of March 31, 2013, March 31, 2012 and March 31, 2011 are as follows:

As of March 31, 2013 2012 2011 (EUR million, audited) Goodwill............................................................................................................................... - - - Other intangible assets ......................................................................................................... 2.0 2.5 2.5 Total ..................................................................................................................................... 2.0 2.5 2.5

(Source: Consolidated Financial Statements)  Patents: The Group filed 17 patent applications in the financial year ended March 31, 2013 (financial year ended March 31, 2012: 9) and as of March 31, 2013 holds 83 patents, patent families and patent applications. The business activities and profitability of the Company or the Group do not depend to a material extent on any particular patents.

Recently registered patents include:

• ECP®, i.e. the embedding of components within an electronic module which allows miniaturization through stacking of electronic components, performance gains due to the close proximity of vital passive components to the active semiconductor device.

• NucleuS® is an environmentally friendly single card manufacturing concept which allows material and energy savings with increased production panel utilization, panel design flexibility, enlargement or standardization potentials, and improves scaling from panel level to single card level;

• The 2.5D® technology platform, which are PCBs with defined indents (cavities) in the PCB which can be used to position electronic components such as capacitors, transistors and even logic modules “lower”, thereby giving the assembled PCB a thinner overall structure; the customers’ benefits are that (cheaper) standard multilayer base materials can be used, and

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further cost benefits achieved resulting from lesser assembly steps (e.g. no stamping, routing).

Brands: The main brands of the Group are AT & S, ECP®, NucleuS® and 2.5D®. The business activities and profitability of the Company or the Group do not depend to a material extent on any particular brands.

Licenses: License agreements play a minor role in the Group’s business.

Insurance

The Group maintains insurance in such amounts and with such coverage as Management believes is reasonable and prudent. In particular, the Group has the following insurances in place: public and product liability insurance (including extended product liability), international all risk and business interruption insurance regarding the property of the Group and damages in the course of insured events because of business interruption, commercial credit insurance and a cargo insurance. Furthermore, it has a D&O insurance, the costs of which are borne by the Company.

Material contracts

In the usual course of its business, the Group enters into numerous contracts with various other entities. Except as disclosed in this Prospectus, in particular in this section or under “Operating and Financial Review—Liquidity and capital resources—Debt—Description of the Group’s financing contracts”, the Group has not, however, entered into any material contracts outside the ordinary course of its business within the past two years.

Debt Agreements

In May 2008, the Company issued EUR 80 million 5.5% bonds due in May 2013 and in November 2011 EUR 100 million 5% bonds due in November 2016. In addition, the Company entered into a long-term loan agreement with OeKB under which OeKB granted a loan in an amount of EUR 69 million for the Group’s expansion in Chongqing. The loan has to be repaid in several tranches until 2020.

For a description of the Group’s material debt agreements see “Operating and Financial review—Liquidity and Capital resources—Debt”.

Framework Agreements

Within its ordinary course of business, the Group enters into framework agreements with important customers. Such agreements are subject to various jurisdictions, are in most of the cases concluded for an indefinite period of time and may be terminated by means of an ordinary termination observing certain notice periods. Framework agreements may contain longer warranty periods than provided for by law and may, for certain violations, foresee unlimited liability, liquidated damages and/or contractual penalties payable by AT & S. As usual in the PCB business, only few of the framework agreements of the Group provide for purchase obligations (Abnahmeverpflichtungen) of the customers; certain agreements seek to obtain capacity commitments to be provided by AT & S, i.e. production capacities guaranteed by the Group which customers ultimately might not need. These capacities, however, cannot be utilized for other customer orders. The actual purchases are usually conducted on the basis of specific purchase orders. Framework agreements might provide that such purchase orders can be cancelled by customers without giving AT & S compensation claims. In certain cases, in addition to a framework agreement, the Group and the respective customer enter into separate statements of work (“SOW”) or other specifically designated agreements for one or more individual projects or purpose or purposes. In some cases, products are developed on the basis of intellectual property rights held by the customers and agreements with customers require AT & S to ask for the consent of the customer if it intends to sell such products to third parties, state that any or some intellectual property rights developed in the course of the business relationship, if developed solely by the Group or jointly by the customers and the Group, are assigned to the customers or that the Group grants the customers comprehensive licenses to produce or have made products by third parties under

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the intellectual property rights of the Group. Customer contracts, in particular in cases of a material breach of agreements by the Group, may require the Group to disclose technical information to customers or to third parties designated by the customers or require the Group to provide technical, process, product and equipment enabling resources that enable the customers to either manufacture products provided by the Group directly or have such products manufactured by a third party to allow customers to engage with a second source regarding the products provided. At the beginning of framework and/or cooperation agreements with customers, in some cases, the Group may have to pay significant fees as consideration for various rights or services provided by customers (concerning risks relating to such agreements see “Risk Factors–The Group develops products in accordance with specifications of customers and does not obtain long-term volume purchase commitments from its customers. Therefore, cancellations, reductions in production quantities and delays in production by such customers could adversely affect the Group’s business. Furthermore, the Group’s larger customers are increasingly requesting that the Group enters into supply agreements with them that have restrictive terms and conditions”).

Agreements with Intel

Concerning the agreements concluded by the Group with Intel in January 2013 see “Business–AT & S arrangements for the production of IC, in particular FC-BGA substrates”.

Legal proceedings

The Company and its subsidiaries are party to certain lawsuits and administrative proceedings before various courts and governmental agencies arising from the ordinary course of business. For expected complaints about products still under warranty, the Group created provisions totaling EUR 0.4 million (as of March 31, 2013).

There were no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company or the Group, during the 12 months preceding the date of this Prospectus.

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MANAGEMENT AND CORPORATE GOVERNANCE

General

The Company has a two-tier board structure, consisting of a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat). The Management Board is responsible for the executive management and represents the Company vis-à-vis third parties. The Supervisory Board is responsible for supervising the management and internal controls of the Company. Members of the Management Board are appointed by the Supervisory Board. Members of the Supervisory Board are elected by the Company’s General Meeting (Hauptversammlung). Under Austrian co-determination rules, the Company’s works council has a right to delegate one third of the Supervisory Board members. The corporate bodies of the Company are bound in particular by the Stock Corporation Act, the articles of association (Satzung), the rules of procedure for the Management Board (Geschäftsordnung für den Vorstand) and the rules of procedure for the Supervisory Board (Geschäftsordnung für den Aufsichtsrat) (each as adopted by the Supervisory Board) and the Austrian Code of Corporate Governance (the “CGC”). The members of the Management Board and the Supervisory Board are required to exercise their duties with the diligence of a prudent business person. To comply with this standard of care, they must take into account a broad range of considerations, in particular while also taking into account the interests of the shareholders, employees and the public. The following is an overview of the most important provisions of the Company’s corporate legal framework.

The members of the Management Board and Supervisory Board may be contacted at the Company’s business address at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria.

Management Board

Appointment, duties and procedures of the Management Board

Members of the Management Board are appointed by the Supervisory Board for a maximum period of five years and may be re-appointed. Pursuant to the articles of association of the Company, the Management Board consists of two, three or four members. The Supervisory Board may remove a member of the Management Board prior to the expiration of its term for cause, such as gross negligence or deliberate breach of duty.

The Company is represented either by two members of the Management Board acting jointly, or by any one member of the Management Board acting together with an authorized signatory holding a general power of attorney (Prokurist). Subject to statutory restrictions, the Company may also be represented by two authorized signatories.

The Management Board reports to the Supervisory Board at least annually on strategy and business policy as well as the future development of the assets, financial and earnings positions of the Company based on a forecast (yearly report). The Management Board reports to the Supervisory Board regularly, at least quarterly, on the course of business operations and the status of the Company’s business in comparison to the forecast (quarterly report).

The Management Board is not subject to legally binding instructions from the shareholders or from the Supervisory Board. Pursuant to the Stock Corporation Act, the articles of association and the rules of procedure for the Management Board, certain management measures or significant transactions require the prior consent of the Supervisory Board or one of its committees. A failure by the Management Board to obtain such consent does not affect the validity of the transaction, but may render the Management Board liable for damages. The consent of the Supervisory Board or committees of the Supervisory Board is required for material decisions including:

• determination of general principles of the Company’s business policy and corporate strategy;

• acquisition and disposal of participations; establishment, acquisition, disposal and closing down of companies, businesses and branch offices;

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• acquisition, disposal and encumbrance of real estate exceeding certain thresholds pursuant to the rules of procedure for the Management Board of the Company;

• adoption of the Company’s yearly budget and capital expenditure programme and investments outside the yearly capital expenditure program, if they exceed certain thresholds;

• issuance of bonds or conclusion of loan or credit agreements if they exceed certain thresholds and are not subject to the exemptions stated in the rules of procedure for the Management Board of the Company;

• granting of loans and credits or assumption of liabilities of third parties, each outside of the ordinary course of business and exceeding certain thresholds pursuant to the rules of procedure for the Management Board of the Company;

• the granting of stock options of the Company to employees and senior staff of the Company or an affiliated undertaking as well as to members of the Management Board or of the Supervisory Board of the affiliated undertakings;

• the granting of general power of attorney (Prokura);

• conclusion of contracts with Supervisory Board members or companies in which a member of the Supervisory Board has a considerable economic interest relating to the performance of services outside their respective scope of activities as Supervisory Board members for the Company or a subsidiary for remuneration which is not insignificant;

• employment of former auditors, in certain cases;

• certain measures concerning the participation in a General Meeting by electronic means and broadcasting of the General Meeting;

• capital increase resolved on the basis of authorized and conditional capital as well as raising of funds at and equity injections to subsidiaries;

• sale-and-lease-back transactions, lease and leasing agreements exceeding certain thresholds;

• entering into profit and loss transfer agreements (Ergebnisabführungsverträge) and other affiliation agreements (Unternehmensverträge);

• conclusion, amendment and termination of employment agreements with certain executive employees or with a yearly remuneration of at least EUR 200,000 in cases of deviations of the sample contracts approved by the Supervisory Board or the framework for remuneration levels;

• conclusion, amendment and termination of contract agreements (Werkverträge) and consultancy agreements (Konsulentenverträge) with an overall or yearly remuneration of at least EUR 200,000 if not approved in the yearly capital expenditure program;

• implementation, amendment and revocation of social measures for employees or executive employees with substantial influence on the cost structure;

• conclusion, amendment and termination of shop agreements (Betriebsvereinbarungen) governing matters of fundamental importance;

• acquisition of patents and licenses exceeding certain thresholds and disposition over patents and grant of licenses concerning procedures of material importance.

Members of the Management Board, positions

Currently, the Management Board consists of the following members:

Name Position Age(1)Year first appointed

Year current term expires

Andreas Gerstenmayer Chairman, chief executive officer (CEO). 48 2010 2018Heinz Moitzi Member, chief technical officer (CTO). 57 2005 2018

(1) As of the date of this Prospectus. (Source: Internal data.)

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Andreas Gerstenmayer

Mr. Gerstenmayer was born on February 18, 1965. He studied mechanical engineering at Rosenheim University of Applied Sciences. In 1990, he joined Siemens in Germany, working first in lighting technology, and then holding various management positions in the Siemens group. In 2003, he was appointed as managing director of Siemens Transportation Systems GmbH, Austria, and chief executive officer of the business unit “Bogies” in Graz (world headquarters). He was partner at FOCUSON Business Consulting GmbH from January 1, 2009, but left the operational consulting business after being appointed as chief executive officer (“CEO”) of the Company in February 2010.

After the resigning of the previous CFO Thomas Obendrauf as of April 1, 2013, Mr. Gerstenmayer as chairman of the Management Board has resumed the CFO’s responsibilities for the duration of the position’s vacancy.

Heinz Moitzi

Heinz Moitzi was born on July 5, 1956. He made an apprenticeship in electrical engineering at Stadtwerke Judenburg (Judenburg municipal utility company) from 1971 to 1975. From 1976 to 1981, he attended a higher technical college for electrical engineering. In 1981, he worked as a technician in measurement technology at Montanuniversität Leoben (University of Mining and Metallurgy). Mr. Moitzi has been employed with one of the Company’s predecessors since 1981, first as head of the departments “Mechanical Production Process” and “Electroplating”, then as production and plant manager in Hinterberg. He was project manager and chief operating officer at the Group’s subsidiary in Shanghai from 2001 to 2004 and thereafter returned to Austria, taking over the position of Vice President of Production. Mr. Moitzi was appointed as member of the Management Board as chief technical officer (“CTO”) in 2005.

Management Board compensation

The remuneration of the members of the Management Board comprises a fixed salary that corresponds to the individual duties, as well as to the strategic and operating responsibilities of the Board members. The variable components are performance-linked. In addition, stock options are granted to members of the Management Board (for details concerning the Group’s stock option plan see “Management and Corporate Governance—Stock option plan”).

Compensation paid to members of the Management Board totaled EUR 1.2 million and options for 100,000 shares in the Company were granted in the financial year ended March 31, 2013.

Cash compensation Management Board Financial year ended March 31, 2013

- (EUR thousand (rounded)) Fixed Variable Total Options granted Andreas Gerstenmayer ......................................................... 396 - 396 40,000 Thomas Obendrauf(1) ............................................................ 499 - 499(2) 30,000 Heinz Moitzi......................................................................... 310 -- 310 30,000 Total ..................................................................................... 1.205 -- 1.205 100,000

(1) Thomas Obendrauf resigned from his functions as chief financial officer as of March 31, 2013. (2) The remuneration paid to Thomas Obendrauf for the financial year ended March 31, 2013 contains payments in

relation to his resignation. (Source: AT & S annual report for the financial year ended March 31, 2013.)

Management Board members are entitled to termination benefits in accordance with the Salaried Employees Act if their employment is terminated. In the event of premature termination of a Management Board member’s employment by the member of the board for cause, or where the function ceases to exist for corporate law reasons, remuneration is payable until the end of the appointment contract. Where a Management Board member resigns the appointment or is removed from office for severe breach of duty, and in case of death, payment of salary ceases at the end of the applicable month.

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Management Board pension entitlements are governed by individual defined-benefit agreements or defined contribution plans. Mr. Moitzi was awarded pension entitlements of 1.2% of his most recent salary for each year of service, up to a maximum of 40%. A contribution of 10% of the gross monthly salary of Mr. Gerstenmayer is paid into a pension fund. There are no provisions for pension entitlements payable to Management Board members. The members of the Management Board are covered by a D&O insurance at the expense of the Company.

Supervisory Board

Appointment, duties and procedures of the Supervisory Board

The Supervisory Board consists of at least three members elected by the General Meeting plus the members delegated by the works council. Pursuant to the Austrian Labor Constitution Act (Arbeitsverfassungsgesetz) the Company’s works council may delegate one member for every two members of the Supervisory Board elected by the General Meeting, and, in the event of an uneven number of elected members, an additional works council member. Currently, the Supervisory Board consists of eight members elected by the General Meeting and four members nominated by the Company’s works council.

The term of office of every member of the Supervisory Board elected by the General Meeting runs until the end of the General Meeting resolving on the discharge for the fourth financial year after the election, with the financial year in which the Supervisory Board member was elected not being counted.

The General Meeting may remove any Supervisory Board member it has elected by a majority of 75% of the votes cast at the relevant General Meeting and only if at least 75% of the share capital is present or represented accordingly. Members of the Supervisory Board delegated by the works council can be removed only by the works council.

The Supervisory Board is responsible for supervising the management and internal controls of the Company. Supervision is exercised by review, discussion and approval, as required, of reports prepared by the Management Board. In addition, the Supervisory Board may request reports on specific matters relating to the Company or the Group. Certain material decisions of the Management Board require prior consent of the Supervisory Board (see “Management and Corporate Governance–Management Board—Appointment, duties and procedures of the Management Board”). The Supervisory Board represents the Company in transactions with members of the Management Board and appoints and removes members of the Management Board (whereby the latter is only admissible in certain cases as determined in the Stock Exchange Act).

The Supervisory Board elects a chairman and one or more vice-chairmen. Members of the Supervisory Board may resign by one month’ written notice. In the event an elected member resigns before expiry of his term, a replacement has to be elected by an extraordinary General Meeting, if the number of elected Supervisory Board members falls below three. The Supervisory Board issues its own rules of procedure (Geschäftsordnung für den Aufsichtsrat).

The Supervisory Board meets at least quarterly. The simple majority of shareholder representatives and in each case at least three members of the Supervisory Board, amongst them the Chairman or the Deputy Chairman, must be present at a meeting to constitute a quorum. Resolutions of the Supervisory Board are adopted by simple majority of the votes cast. In the case of a deadlock, the chairman of the meeting casts the decisive vote.

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Members of the Supervisory Board

The current members of the Supervisory Board are:

Name Position

Age(2)Year first appointed

Year current term expires

Hannes Androsch................................................ Chairman 75 1995 2015Willibald Dörflinger ........................................... First deputy chairman 63 2005 2015Regina Prehofer .................................................. Second deputy chairperson 57 2011 2016Gerhard Pichler................................................... Member 65 2009 2014Georg Riedl......................................................... Member 53 1999 2016Karl Fink............................................................. Member 68 2005 2015Albert Hochleitner .............................................. Member 73 2005 2015Karin Schaupp .................................................... Member 63 2011 2016Wolfgang Fleck(1) ............................................... Member 51 2008 n.a.Johann Fuchs(1) ................................................... Member 53 2000 n.a.Günther Wölfler(1)............................................... Member 52 2009 n.a.Sabine Fussi(1) Member 43 2011 n.a.

(1) Works council representative. (2) As of the date of this Prospectus. (Source: Internal data.)

Members elected by the General Meeting

Hannes Androsch

With a doctorate in economics, Hannes Androsch is a non-practicing certified accountant and tax adviser. From 1970 to 1981, he was Austrian Federal Minister of Finance, and between 1976 and 1981, he was also the country’s Vice Chancellor. After leaving politics, he was Managing Director of the CA Creditanstalt-Bankverein from 1981 to 1988. In 1989, he founded AIC Androsch International Management Consulting, and began building an industrial conglomerate which comprises a number of well-known Austrian companies, including the Company, which Mr. Androsch acquired together with Willibald Dörflinger and Helmut Zoidl in a management buyout in 1994.

Willibald Dörflinger

Willibald Dörflinger is first deputy chairman of the Supervisory Board. He began his professional career in 1972 with M. Schmid & Söhne, before moving to Honesta, Holz- und Kunststoffwarenindustrie in 1974. In 1978, he became head of technical procurement at EUMIG Elektrizitäts- und Metallwaren Industrie GesmbH; from 1980, Mr. Dörflinger was head of department for circuit boards and surface technology, and between 1986 and 1990, he was Managing Director. From 1990 to 1994, Mr. Dörflinger was managing director of AT & S Austria Technologie & Systemtechnik GmbH and EUMIG Fohnsdorf Industrie GmbH. In 1994, in the course of a management buy-out together with Hannes Androsch and Helmut Zoidl, he became first managing director, then a member and finally Chairman of the Management Board of the Company. In 2005, he was elected for the Company’s Supervisory Board.

Regina Prehofer

Regina Prehofer is second deputy chairperson of the Supervisory Board. She studied economics, business administration and law in Vienna. She started her career 1981 at Oesterreichische Kontrollbank. In 1987, she moved to Creditanstalt, where she held various managerial positions in the bank’s corporate finance segment. In 2003, she was appointed as member of the management board of Bank Austria Creditanstalt AG, where she was responsible for corporate customers, real estate finance and Eastern European markets. From 2006 to 2008, she was chief executive officer of UniCredit Global Leasing, in addition to her management board responsibilities in Austria. This appointment gave her responsibility for UniCredit Group’s entire leasing operations. In September 2008, she switched to the management board of BAWAG P.S.K. where she headed the bank’s retail and corporate banking activities. In May 2011, she was appointed vice rector with responsibility for infrastructure at the Vienna University of Economics and Business. An appointment to the office of vice rector with

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responsibility for finance followed in October 2011.

Gerhard Pichler

Gerhard Pichler studied social science and economics at the Vienna University of Economics and Business. He is a certified public accountant and tax adviser. Since 1986, Mr. Pichler has been managing director of CONSULTATIO Wirtschaftsprüfung GmbH, and since 1995, he is its managing partner.

Georg Riedl

Georg Riedl acquired his doctorate in law in 1984 from the University of Vienna. After internships at courts in Vienna and Salzburg he was trainee lawyer at Consultatio Revisions- und Treuhandgesellschaft m.b.H. Nfg. KG and at lawyer Dkfm. DDr. Wilfried Dorazil in Vienna. In 1991, he set up his independent legal practice Riedl & Ringhofer. He specializes in business, commercial, corporate and tax law, private foundations, mergers and acquisitions, and contract law. In August 2013, Mr. Riedl founded Frotz Riedl Rechtsanwälte.

Karl Fink

Karl Fink graduated in business studies (Diplomkaufmann) from the Vienna University of World Trade in 1971. From 1971 to 1975, he worked for Marubeni Corporation in international commodities trading, before moving to Wiener Städtische Wechselseitige Versicherungsanstalt in Vienna. Between 1979 and 1987, he was chairman of the management board of Interrisk – Internationale Versicherungs-Aktiengesellschaft. In 1987, he became a member of the management board of Wiener Städtische Allgemeine Versicherungs AG, and in July 2004, deputy director general. He was appointed managing director of Wiener Städtische Versicherung AG Vienna Insurance Group in October 2007. As of September 30, 2009, Mr. Fink retired from his management board career with Vienna Insurance Group. From October 2009 until September 2012, he served as a member of the group executive committee of Vienna Insurance Group. Mr. Fink is also a member of the management board of the majority shareholder of Vienna Insurance Group, Wiener Städtische Wechselseitiger Versicherungsverein-Vermögensverwaltung - Vienna Insurance Group. He was appointed chief executive officer of the Vienna Insurance Group’s reinsurance firm VIG Re zajistovna in Prague in September 2011 and is since August 2013 the chairman of the supervisory board of this company.

Albert Hochleitner

Albert Hochleitner completed his studies in e physics at Vienna University of Technology in 1965. In the same year, he joined the Siemens Group’s low voltage works in Vienna. In 1984, he was appointed chairman of the management board of Uher AG. In 1988, he moved to Siemens AG, where he was head of the electric motors business in the automotive technology sector based in Würzburg. In October 1992, he was appointed as management board member of Siemens AG Austria, becoming chairman in February 1994. In 2005, he was elected for the supervisory board of Siemens AG Austria from which he retired in 2010.

Karin Schaupp

Karin Schaupp gained her doctorate at the Karl Franzens Universität Graz in 1978 and began her career as assistant professor at the institute of Pharmaceutical Chemistry. In 1980, she began her career in industry as head of analytics at Leopold Pharma GmbH. After holding various research, development and product management positions in the international pharmaceuticals industry, she took over the position as general manager at Fresenius Kabi Austria GmbH in 1997. In 1999, she became vice president for Austria and the Southeastern Europe region. In 2000, she was appointed as member of the management board of Fresenius Kabi AG, Bad Homburg, with worldwide business responsibility including research and development as well as productions. She has worked as an independent consultant since 2003, with a focus on strategic business development and innovation transfer.

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Members delegated by the works council

Wolfgang Fleck

Wolfgang Fleck was born in 1962 in Niklasdorf. After attending a polytechnic school, he made an apprenticeship in engine fitting at Voestalpine Donawitz between 1977 and 1980. After doing military service, he spent a further year at Voestalpine Donawitz and thereafter worked for Maschinenfabrik König and Bauer Mödling. In 1984, Mr. Fleck joined the Company’s predecessor and has since then been employed with the Company’s predecessor and the Company in various positions. Since 2000, he is chairman of the works council for white-collar employees in Hinterberg and since 2008 also chairman of the central works council.

Johann Fuchs

Mr. Fuchs was born in 1959. After compulsory schooling, he made an apprenticeship as machinist at the company Maier Stahlbau in Mühldorf between 1975 and 1979. After his military service he joined Körting Elektronik GmbH & Co. KG in Fehring, which later became a subsidiary of the Company, as machinist. He is chairman of the works council for blue-collar employees in Fehring since 1989.

Günther Wölfler

Mr. Wölfler was born in 1960. After compulsory schooling, he made an apprenticeship in plumbing at the company Mocharitsch in Leoben between 1976 and 1980, which he joined again after doing military service. After two other employments between 1982 and 1984, Mr. Wölfler joined the Company’s predecessor in October 1984. He has been a member of the works council for blue-collar employees in Hinterberg for 25 years and is chairman of the works council for blue-collar employees in Hinterberg.

Sabine Fussi

Sabine Fussi was born in 1969 in Leoben. After elementary and high school she attended a secondary school for economic professions and finished with Matura (school leaving examination) in 1989. After an internship at the financial authorities in Leoben between 1989 and 1990, she joined the Company and became a member of the works council in 2001.

Committees of the Supervisory Board

According to the articles of association, the Supervisory Board may establish committees that may be granted decision powers. Committees can be established permanently or for specific tasks.

The Supervisory Board has established an audit committee (Prüfungsausschuss) and a nomination and remuneration committee (Nominierungs- und Vergütungsausschuss).

Works council delegates are represented in committees in proportion to their representation on the Supervisory Board (except for meetings of the compensation committee which deal with the relations between the Company and the members of the Management Board other than the appointment and revocation of Management Board members and the granting of options for shares of the Company).

The committees are considered to have a quorum if three members are present. In committees consisting of only two persons, all of its members must be present at a meeting to constitute a quorum. The rules of procedure of the Supervisory Board regarding the adoption of resolutions also apply to the Supervisory Board committees.

Audit Committee

The audit committee is responsible for matters of the annual report, i.e. the audit and preparation of the approval of the financial statements and consolidated financial statements of the Company, the

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preparation of a proposal for the distribution of profits, the review of the management report and for monitoring the internal control system and the risk management. Furthermore, the audit committee prepares the proposal for the election of the Company’s auditor by the General Meeting.

One member of the audit committee must be a financial expert with special knowledge and practical experience in finance, accounting and reporting (Finanzexperte). Persons who were members of the Management Board, executives or auditors of the Company or persons having certified the consolidated financial statements of the Company within the last three years may not be financial expert or chairman of the audit committee.

The current members of the audit committee are Regina Prehofer (chairperson), Gerhard Pichler (financial expert), Georg Riedl, Wolfgang Fleck and Günther Wölfler.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee proposes to the Supervisory Board possible new Management Board members. It deals with succession planning issues, the remuneration of Management Board members and the details of their contracts of appointment. The Nomination and Remuneration Committee is authorized to make decisions in cases of urgency.

The current members of the Nomination Committee are Hannes Androsch (chairman), Karl Fink, Albert Hochleitner, Wolfgang Fleck and Johann Fuchs. All of the committee members representing shareholders are former management board chairmen or managing directors with knowledge and experience in remuneration policies.

Supervisory Board compensation

According to section 21 of the Company’s articles of association, the members of the Supervisory Board shall receive a meeting fee for each meeting and an annual payment in an amount which is resolved by the General Meeting in retrospect at the meeting which decides on the annual accounts. Cash expenses are included in this remuneration and not reimbursed separately. Members of the Supervisory Board do not receive stock options and are not entitled to any pension benefits after termination of their duties. Employee representatives receive no remuneration.

The total remuneration for services rendered personally by members of the Supervisory Board attributable to the financial year ended March 31, 2013 has been resolved by the annual General Meeting on July 4, 2013 as follows:

Payout period financial year ended March 31, 2013 - (EUR thousand (rounded))

fixed committees variable meetings total Hannes Androsch .............................................. 30.0 3.0 - 2.0 35.0 Willibald Dörflinger.......................................... 25.0 - - 2.0 27.0 Regina Prehofer................................................. 20.0 3.0 - 2.0 25.0 Gerhard Pichler ................................................. 20.0 2.0 - 2.0 24.0 Georg Riedl ....................................................... 20.0 2.0 - 1.6 23.6 Karl Fink............................................................ 20.0 2.0 - 2.0 24.0 Albert Hochleitner............................................. 20.0 2.0 - 2.0 24.0 Karin Schaupp ................................................... 20.0 - - 2.0 22.0

(Source: AT & S annual report for the financial year ended March 31, 2013.)

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The members of the Supervisory Board are protected up to a certain coverage limit by a D&O insurance policy provided by the Company which extends to personal liability of the Supervisory Board members arising from negligent breaches of duty committed within the scope of activity as a member of the Supervisory Board.

Duty of loyalty and care

Members of the Management Board and the Supervisory Board owe a duty of loyalty and care to the Company. In carrying out their duties they must exercise the standard of care of a prudent and diligent business person. They are required to take into account a broad range of considerations when making their decisions, including the Company’s interests and those of the shareholders, employees, creditors, and the public.

Generally, a shareholder has no direct recourse against members of the Supervisory Board or the Management Board in the event that they are believed to have breached their duty. Only the Company itself has a direct recourse against the members of the Management Board and the Supervisory Board and may waive the right to a recourse or settle these claims only (i) if five or more years have passed since the alleged breach, (ii) if the shareholders of the Company approve the waiver or settlement at a General Meeting by simple majority of the votes cast, and (iii) if shareholders opposing such a shareholders' resolution do not hold, in the aggregate, 5% or more of the Company's share capital.

Certain additional information about the members of the Management Board and the Supervisory Board

Activities performed outside the Group

The following table sets out the names of companies, business partnerships (excluding subsidiaries of the Company) and associations of which members of the Management Board or the Supervisory Board have been a member of the administrative, management or supervisory boards or partner (as the case may be) at any time in the five years prior to the date of this Prospectus:

Name Name of Company Function

Current function (yes/no)

Management Board Andreas Gerstenmayer .......... Siemens Transportation Systems GmbH Managing director No Heinz Moitzi.......................... Chamber of commerce – regional committee

Leoben Member Yes

Supervisory Board Hannes Androsch .................. Österreichische Salinen AG Chairman of the supervisory board Yes Salinen Austria AG Chairman of the supervisory board Yes Finanzmarktbeteiligung Aktiengesellschaft Chairman of the supervisory board Yes AIT Austrian Institute of Technology GmbH Chairman of the supervisory board Yes RFTE Rat für Forschung und

Technologieentwicklung Chairman Yes

AIC Androsch International Management Consulting GmbH

Managing director Yes

University Council of Montanuniversität Leoben

Chairman No

bwin Interactive Entertainment AG Chairman of the supervisory board No FACC AG Member of the supervisory board No HTI High Tech Industries AG Member of the supervisory board No Willibald Dörflinger.............. HWA AG Member of the supervisory board Yes Salinen AG Member of the supervisory board Yes Salinen Austria AG Member of the supervisory board Yes Dörflinger Management und Beteiligungs

GmbH Managing director and shareholder Yes

HTI High Tech Industries AG Member of the supervisory board No Knapp AG Member of the supervisory board No KELAG AG Member of the supervisory board No Kärntner Energie Beteiligungs GmbH Member of the supervisory board No FACC AG Member of the supervisory board No

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Name Name of Company Function

Current function (yes/no)

Regina Prehofer..................... FCP Privatstiftung Chairperson of the board Yes Wienerberger AG Member of the supervisory board Yes Vienna University of Economics and

Business Vice rector for finance and

infrastructure Yes

Quester Privatstiftung Member of the board Yes BAUMAX Anteilsverwaltungs AG Member of the supervisory board Yes bauMAX AG Member of the supervisory board Yes SPAR Holding AG Member of the supervisory board Yes SPAR Österreichische Warenhandels-AG Member of the supervisory board Yes 6B47 Beteiligungs AG Member of the supervisory board Yes Karlheinz und Agnes Essl Privatstiftung Member of the board Yes Martin und Gerda Essl Privatstiftung Member of the board Yes Vamed Engineering GmbH Member of the shareholders´

committee Yes

Wiener Krankenanstalten verbund Member of the supervisory board Yes UniCredit Bank Austria AG Member of the managing board and

member of the supervisory boards of several affiliated companies

No

BAWAG P.S.K. Bank für Arbeit und Wirt-schaft und Österreichische Postsparkasse AG

Member of the managing board and member of the supervisory boards of several affiliated companies

No

CA Immo Anlagen AG Member of the supervisory board No CA Immo International AG Chairwomen of the supervisory

board No

Mirabeau Privatstiftung Chairperson of the board No DCM DECOmetal GmbH Member of the supervisory board No Gerhard Pichler ..................... A+D Liegenschaftsbesitz GmbH Managing director Yes F.X. Mayr Kurhotel Besitz GmbH Managing director Yes AULA Wirtschaftstreuhand Gmbh Managing director Yes De Gier Privatstiftung Member of the board Yes Androsch Privatstiftung Member of the board Yes Dörflinger-Privatstiftung Member of the board Yes Consultatio Holding International GmbH Managing partner Yes Consultatio Revision und Treuhand

Steuerberatung GmbH & Co. KG Managing Partner Yes

Consultatio Wirtschaftsprüfung GmbH & Co.KG

Managing Partner Yes

paysafecard.com Wertkarten AG Member of the supervisory board No Georg Riedl ........................... bwin.party digital entertainment plc Member of the supervisory board Yes bwin.party services (Austria) AG Member of the supervisory board Yes Österreichische Salinen Aktiengesellschaft Member of the supervisory board Yes Salinen Austria AG Member of the supervisory board Yes Wiesenthal Autohandels GmbH Member of the supervisory board Yes A+D Liegenschaftsbesitz GmbH Managing director Yes Cottagegasse 41 Liegenschaftsverwaltungs-

und Verwertungs GmbH Managing director Yes

Gaston Glock GmbH Managing director Yes Wiesenthal Holding GmbH Managing director Yes Androsch Privatstriftung Chairman of the board Yes Dörflinger-Privatstiftung Chairman of the board Yes Stuhlpfarrer Privatstiftung Chairman of the board Yes Falco Privatstiftung Deputy chairman of the board Yes Urbania Privatstiftung Member of the board Yes Gertrud Meschar Privatstiftung Member of the board Yes Gauster Privatstiftung Deputy chairman of the board Yes Porr Allgemeine Baugesellschaft – A. Porr

AG Deputy-chairman of the supervisory

board No

Porr Technobau und Umwelt Aktiengesellschaft

Member of the supervisory board No

Porr Projekt und Hochbau Aktiengesellschaft Member of the supervisory board No paysafecard.com Wertkarten AG Member of the supervisory board No FACC AG Member of the supervisory board No GR Beteiligungs GmbH Managing director No DHP-Privatstiftung Chairman of the board No Karl Fink................................ VIG Re zajistovna, a.s. Chairman of the supervisory board Yes Ray Sigorta A.S. Chairman of the supervisory board Yes Kooperativa Versicherung AG Deputy-chairman of the supervisory

board Yes

Wienerberger AG Deputy chairman of the supervisory Yes

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Name Name of Company Function

Current function (yes/no)

board

Wiener Städtische Wechselseitiger Versich-erungsverein – Vermögensverwaltung - Vienna Insurance Group

Member of the management board Yes

Donau Versicherung AG Deputy-chairman of the supervisory board

No

Compensa Sach Deputy-chairman of the supervisory board

No

Compensa Leben Deputy-chairman of the supervisory board

No

Wiener Städtische Osiguranje a.d. Deputy-chairman of the supervisory board

No

Bulgarski Imoti Versicherung AG Deputy-chairman of the supervisory board

No

TU InterRisk Member of the supervisory board No Moskauer Versicherungsgesellschaft Member of the supervisory board No TBIH Financial Services Group N.V. Chairman of the supervisory board No VIG Re zajistovna, a.s. Chariman of the management board No Albert Hochleitner................. Siemens Austria AG Member of the supervisory board Yes Infineon Österreich AG Member of the supervisory board Yes UELECS AG Member of the supervisory board Yes Jud Vereinigung Österreich Member of the management board Yes Jud Vereinigung Wien Member of the management board Yes Karin Schaupp ....................... University Council of Montanuniversität

Leoben Deputy Chairperson Yes

Research Center Pharmaceutical Engineering GmbH

Member of the supervisory board Yes

Pharmaceutical Engineering Member of the supervisory board Yes Finanzkuratorium ÖAW Member Yes Council for research and technology

development (Rat für Forschung und Technologieentwicklung)

Member Yes

Scientific advisory forum (wissenschaftlicher Beirat)

Member Yes

Austrian Counsel (RFTE) Member Yes BDI - BioEnergy International AG Member Yes Steiermärkische Krankenanstalten-

gesellschaft m.b.H. (KAGes) Deputy Chairperson of the

supervisory board No

ECO WORLD STYRIA Member of the advisory board No Steirische Umstrukturierungsgesellschaft Member of the advisory board No JOANNEUM RESEARCH

ForschungsGmbH Member of the scientific advisory

board No

Competence Center for Pharmaceutical Engineering

Chairperson of the scientific advisory board

No

Wolfgang Fleck ..................... - - - Johann Fuchs ......................... - - - Günther Wölfler .................... - - - Sabine Fussi........................... - - -

(Source: Internal data.)

Conduct of members of the Management Board and the Supervisory Board

Within the five years prior to the date of this Prospectus, no member of the Management Board or the Supervisory Board:

• has been convicted in relation to fraudulent offenses; or

• has been associated with bankruptcies, receiverships or liquidations in his capacity.

No member of the Management Board or the Supervisory Board has been officially publicly incriminated and/or sanctioned by statutory or regulatory authorities (including designated professional

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bodies) or has ever been disqualified by a court from acting as a member of the administrative management or supervisory bodies of an issuer. No member of the Management Board or the Supervisory Board has been disqualified by a court from acting in the management or conduct of affairs of an issuer of securities for at least the previous five years.

Shares held by members of the Management Board and the Supervisory Board

The following table sets forth the number of shares in the Company held by the members of the Management Board and the Supervisory Board as of March 31, 2013:

Shares held Options heldas of March 31, 2013

Management Board Andreas Gerstenmayer ......................................................................................................... 0 120,000Heinz Moitzi......................................................................................................................... 1,672 114,000Supervisory Board Hannes Androsch ................................................................................................................. 445,853 (1) 0Willibald Dörflinger............................................................................................................. 0 (2) 0Regina Prehofer.................................................................................................................... 0 0Gerhard Pichler .................................................................................................................... 19,118 0Georg Riedl .......................................................................................................................... 9,290(3) 0Karl Fink............................................................................................................................... 0 0Albert Hochleitner................................................................................................................ 0 0Karin Schaupp ...................................................................................................................... 0 0Wolfgang Fleck .................................................................................................................... 0 0Johann Fuchs ........................................................................................................................ 4 0Günther Wölfler ................................................................................................................... 0 0Sabine Fussi.......................................................................................................................... 0 0Total ..................................................................................................................................... 475,937 234,000

(1) An additional 5,570,666 are held by Androsch Privatstiftung. (2) 4,594,688 Shares are held by Dörflinger-Privatstiftung. (3) Further 200 shares are owned by Mr. Riedl’s spouse. (Source: Internal data.)

Conflicts of interest

No potential conflict of interest exists in respect of any member of the Management Board or the Supervisory Board between his duties to the Company and his private duties and/or other duties. There are no family ties between members of the Management Board and the Supervisory Board.

The Company has no outstanding loans to and no guarantees on behalf of any member of the Management Board or the Supervisory Board.

Pursuant to the CGC, the majority of the members of the Supervisory Board elected by shareholders should be independent of the Company and its management (see “Management and Corporate Governance—Compliance with the Austrian Corporate Governance Code”). In accordance with the CGC, the Supervisory Board has adopted guidelines to evaluate the independence of its members. Pursuant to these guidelines, a Supervisory Board member is deemed independent if it does not have any business or personal relationship with the company or its Management Board that constitutes a material conflict of interest suited to influence the behavior of such member.

The following criteria are applied in determining the independence of Supervisory Board members:

• The Supervisory Board member was neither a member of the Management Board nor a senior manager of the Company or one of its subsidiaries in the past five years.

• The Supervisory Board member neither had during the last financial year nor currently has a business relationship with the Company or any of its subsidiaries of material significance to that member. This also applies to business relationships between the Group and enterprises in which the Supervisory Board member has a significant economic interest.

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• The Supervisory Board member was neither a statutory auditor of the Company, nor a person with an interest in the audit firm, nor an employee of any such firm during the last three years.

• The Supervisory Board member is not a member of a management board of another company where a member of the Company’s Management Board is a member of that company’s supervisory board.

• The Supervisory Board member has not been a member of the Supervisory Board for longer than 15 years. This does not apply to Supervisory Board members who are shareholders with entrepreneurial interests in the Company, or who represent the interests of such shareholders.

• The Supervisory Board member is not a close family relative (direct descendant, spouse, lifetime partner, parent, uncle, aunt, sibling, nephew or niece) of a Management Board member or of any person in a position described in the foregoing points.

Every member of the Supervisory Board representing shareholder interests has given a statement on his/her independence in terms of the above criteria at the meeting of March 7, 2013. Seven of the eight members of the Company’s Supervisory Board representing shareholder interests declared that they were independent. Hannes Androsch declared that he was not independent.

C Rule 54 of the CGC specifies that companies with a free float in excess of 50% shall have at least two Supervisory Board members who are independent in terms of C Rule 53 and do not be shareholders or representatives of shareholders with interests in excess of 10%. Willibald Dörflinger, Regina Prehofer, Karl Fink, Albert Hochleitner and Karin Schaupp, thus five of eight capital representatives, declared themselves independent in terms of C Rule 54 of the CGC.

Other legal relations with the Company

Other than that those disclosed under “Major shareholders and related party transactions” below and their respective appointments as board members and the relating agreements (management agreements in case of Management Board members and remuneration agreements in case of Supervisory Board members), no legal relationships exist between the members of the Management Board or the Supervisory Board and the Company or any of its subsidiaries.

Stock option plan

After expiry of the Stock Option Scheme 2000 to 2004, the Supervisory Board approved a stock option plan for the years 2005 to 2008 in November 2004 (“SOP 2005”). The Nomination and Compensation Committee approved a further stock option plan in March 2009 for the years 2009 to 2012 (“SOP 2009” and together with the SOP 2005, the “SOPs”); after that, no further stock option plan was approved. Under the SOPs, stock options could be allocated to the Management Board, managing directors of group companies and certain executive employees. Allocation day is April 1 of each year of the SOPs’ term. Generally, the decision on the allocation shall be made by the Management Board. However, the Nomination and Compensation Committee decides on the allocation of shares to members of the Management Board. The maximum number of options which may be allocated to a participant in a financial year depends on its position in the Company and is between up to 4,000 and up to 40,000. Criteria for the allocation to individual participants are:

• the substantial importance of the participant for the Group; and

• the great importance of the work performed for the Group by a participant, e.g. its contribution to the development of the revenue, customer loyalty, cost control, leadership of employees or in the field of project responsibility.

The exercise price is determined at the respective date of allocation, representing the average share price of the Company over a period of six months prior to the date of allocation plus 10%. Allocated

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options vest gradually (20% after two years, 30% after three years and 50% after four years). Once vested, options may generally be exercised in whole or in part, but not during certain blocking periods provided in the SOPs to avoid insider dealing and the abuse of compliance relevant information. Options can generally be exercised only during the term of employment. However, options not yet vested forfeit only in certain circumstances, in particular in case of an ordinary termination by the employee or the termination by the employer for good cause. In case of a termination due to reasons attributable to the employer, options may be exercised within a year after the termination. Options granted to members of the Management Board only forfeit if the respective member has been recalled from his position due to gross breach of duty (grobe Pflichtverletzung) in accordance with section 75 para 4 Stock Corporation Act.

Each option grants the right to buy one share. Instead of an effective delivery of shares, participants exercising options may ask for a cash settlement (i.e. a payment amounting to the difference between the exercise price and the closing price of the shares on the Vienna Stock Exchange on the exercise day). Options not exercised within five years after the allocation forfeit without compensation.

The SOPs provide for a protection against dilution. In the case of significant changes (5% or more) in the number of shares in the company, the exercise price of each option and/or the number of shares to be bought per option shall be adapted accordingly.

Under the SOP 2009, 305,900 options are currently outstanding, whereof by now 270,400 were exercised.

Compliance with the Austrian Corporate Governance Code

The CGC was published by the Austrian Working Group on Corporate Governance, a group of private organizations and individuals in 2002 and has been amended most recently in July 2012.

The CGC primarily applies to Austrian stock market-listed companies that undertake to adhere to its principles. The CGC is based on statutory provisions of Austrian corporate law, securities law and capital markets law (“Legal Requirements”, “L-Rules”). In addition, the CGC contains rules considered to be a part of common international practice, such as the principles set out in the OECD Principles of Corporate Governance and the recommendations of the European Commission. Non-compliance with some of these rules must be explained (“Comply or Explain”, “C-Rules”). The CGC also contains rules that are voluntary and do not require explanation in the case of deviations (“Recommendation”, “R-Rules”).

The principal rules and recommendations of the CGC include:

• equal treatment of shareholders under equal circumstances;

• the management board’s information and reporting duties should be determined by the supervisory board;

• remuneration for the members of the management board should consider the scope of activities, responsibility and personal performance as well as the achievement of targets, the size and economic situation of the company and comprise fixed and variable performance related components (based on long-term indicators); the individual remuneration for each member of the management board should be reported in the annual financial statements;

• stock option plans for members of the management board should be approved by the General Meeting and be based on objective parameters to be defined in advance; subsequent changes of the parameters are not permitted; the number and distribution of the options granted, the exercise prices and the respective estimated values at the time they are issued and upon exercise shall be reported in the annual report;

• conflicts of interests of members of the management board and the supervisory board should be disclosed in the annual financial statements;

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• the majority of the members of the supervisory board should be independent of the company and its management and the supervisory board should define the criteria that constitute independence;

• supervisory board committees should be established, in particular a remuneration committee (for remuneration and other issues with management board members) and a nomination committee;

• supervisory board members may not assume any functions on the boards of other enterprises that are competitors of the company;

• the number of members of the supervisory board (excluding employees’ representatives) should be ten or less; supervisory board members should not sit on the supervisory boards of more than eight other listed companies (the function as a chairperson counts twice);

• annual and quarterly financial statements (drawn up according to internationally recognized accounting standards) should be published in a timely manner (within four and two months, respectively) and must remain publicly accessible for at least five years;

• communication structures should be established to meet information needs of shareholders in a timely and adequate manner, in particular by using the internet; dates essential for shareholders should be communicated sufficiently in advance; consolidated financial statements and interim reports should be published on the company’s website in German and English;

• any director’s dealings should be disclosed on the company’s website directly or by referring to the website of the FMA;

• the independent auditors should make regular assessments of the company’s risk management; and

• an annual report regarding compliance with the CGC should be included in the annual financial statements posted on the company’s website.

Management believes that the Company currently complies in full with all “L-Rules” and “C-Rules” of the CGC, except for C-Rules 27 to 28. These rules were not considered in the employment contracts of Mr. Gerstenmayer of January 2010 and Mr. Obendrauf (who no longer works with the Company) in October 2010 in order to avoid any inequalities in the terms of their contracts to the employment contract of Mr. Moitzi, which was entered into before C-Rules 27 to 28 became applicable. The stock option plan which was affected by the new rules has expired, with the last allocation made on April 1, 2012. Options granted under this scheme have to be exercised by March 31, 2016.

Other codes of conduct

The Group has established its own code of business ethics, which describes how the Group conducts its business in an ethical and socially responsible way. Amongst others, any form of discrimination on the basis of race, religion, political affiliation or gender in activities such as recruitment, remuneration and promotion shall be avoided.

The Group has also adopted a Compliance Code (“Corporate Directive Issuer Compliance”). It aims at raising domestic and foreign investors’ confidence in the Austrian financial market by enhancing transparency and introducing universal principles. The Company attaches great importance to equal treatment of all investors and the provision of comprehensive information. Moreover, it complies with the provisions of the “Issuers’ Compliance Regulation” (Emittenten-Compliance-Verordnung 2007) of the Austrian Financial Market Authority and all other statutory regulations applicable to the financial markets. The compliance officer of the Company constantly monitors adherence to these guidelines.

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MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major shareholders and controlling interests

As of the date of this Prospectus, the Company’s Existing Shares are held as follows (rounded figures):Androsch Privatstiftung................................................................................................................................................................. 21.51%Dörflinger-Privatstiftung ............................................................................................................................................................... 17.74%Treasury shares .............................................................................................................................................................................. 9.95%Free Float ....................................................................................................................................................................................... 50.80%

(Source: Internal data.)

The Principal Shareholders of the Company, Androsch Privatstiftung and Dörflinger-Privatstiftung, are private foundations (Privatstiftungen) under Austrian law. Androsch Privatstiftung has been donated by Hannes Androsch, the chairman of the Supervisory Board, and three other donators. It is represented by the members of its management board, consisting of Gerhard Pichler, Georg Riedl (each of them also a member of the Supervisory Board of the Company) and Johann Maurer, each of them jointly with another member of the management board of Androsch Privatstiftung. Dörflinger-Privatstiftung is represented by the members of its management board, consisting of Gerhard Pichler, Georg Riedl (each of them also a member of the Supervisory Board of the Company) and Franz Rossler, each of them jointly with another member of the management board of Dörflinger-Privatstiftung.

Androsch Privatstiftung and Dörflinger-Privatstiftung may be able to significantly influence matters requiring shareholder approval. According to the information available to the Company, no other natural person or legal entity (besides the Company itself) holds more than 4% of the Existing Shares in the Company; as of the date of this Prospectus no further notifications pursuant to section 91 Stock Exchange Act have been submitted to the Company.

Each Share entitles the principal shareholder to one vote. The Principal Shareholders have no different voting rights from any other shareholder of the Company.

To the Company’s best knowledge, there are no agreements among its shareholders, relating to the ownership or voting-rights of its Shares. There are no arrangements known to the Company, the operation of which may at a subsequent date result in a change of control in the Company.

Each of the Principal Shareholders is expected to enter into a principal shareholder agreement with the Joint Lead Managers and the Company on or about September 17, 2013, providing for, among others, a lock-up commitment of the respective Principal Shareholder beginning on the day of the signing of such principal shareholder agreement and ending on the date 180 days after the first trading day of the New Shares allocated in the Rights Offering and the Global Offering (expected for October 9, 2013).

Related party transactions

The Group regularly makes use of consultancy services provided by AIC Androsch International Management Consulting GmbH, a company headed by the chairman of the Supervisory Board, consultancy services provided by Dörflinger Management & Beteiligungs GmbH, a company owned and headed by Willibald Dörflinger, first deputy chairman of the Supervisory Board, as well as legal services provided by Riedl & Ringhofer Rechtsanwälte, the law firm in which Georg Riedl, member of the Supervisory Board, is a partner. The respective consultancy agreements were approved by resolutions of the Supervisory Board. In connection with various projects, fees charged for the financial years ended March 31, 2013, 2012 and 2011 were as follows:

Financial year ended March 31, (in thousand Euro)

2013 2012 2011AIC Androsch International Management Consulting GmbH............................................ 365 385 411Dörflinger Management & Beteiligungs GmbH ................................................................. 6 4 2Rechtsanwälte Riedl & Ringhofer - 4 11

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As of June 30, 2013, there are no outstanding balances or obligations to the above-mentioned firms. Concerning remuneration paid to and benefits for members of the Management Board and the Supervisory Board, the number of stock options granted to members of the Management Board, the shareholdings of members of the Management Board and the Supervisory Board see “Management and Corporate Governance” (in particular “–Management Board–Management Board compensation”, “–Supervisory Board–Supervisory Board compensation” and “-Shares held by members of the Management Board and the Supervisory Board”).

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DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND THE ARTICLES OF ASSOCIATION

The following is an overview of the material terms of the Company’s Shares, as set out in the articles of association and certain relevant provisions of the Stock Corporation Act. This description is only an overview and does not include all the information contained in the articles of association. The Company encourages a review of the full articles of association, which are available for inspection at the Company’s principal office or on the Company’s special website http://www.ats.net/ats-login (under the icons “Company”, “Corporate Governance” and “Articles of Association”). The information on the Company’s website is not incorporated by reference into this Prospectus.

The articles of association were last amended at the General Meeting held on July 4, 2013.

Share capital and Shares

Prior to the Offering, the Company’s issued and fully paid-in nominal share capital amounts to EUR 28,490,000, divided into 25,900,000 no-par value bearer shares (auf Inhaber lautende Stückaktien). Each Share represents a calculated notional amount of EUR 1.10 of the nominal share capital. All Existing Shares of the Company are listed on the Official Market of the Vienna Stock Exchange.

Following completion of the Offering and assuming the issuance of all 12,950,000 New Shares, the Company’s issued and fully paid-in nominal share capital will amount to EUR 42,735,000, divided into 38,850,000 no-par value bearer shares, each representing a calculated notional amount of EUR 1.10 of the nominal share capital.

All Shares including the New Shares are issued under Austrian law. The Existing Shares are and the New Shares will be freely tradable. The Company is not aware of any limitation to the rights of non-Austrians to own the Company’s Shares or to exercise voting rights in accordance with the procedures described below.

Development of the share capital

When the Company was transformed into a stock corporation in 1995, its nominal share capital amounted to ATS 200,000,000. Since then the nominal share capital was increased several times and once decreased. Since May 11, 2006, the nominal share capital of the Company has not been changed and amounts to EUR 28,490,000 as of the date of this Prospectus.

Authorized capital

The General Meeting held on July 7, 2010 resolved to authorize the Management Board, subject to the approval of the Supervisory Board but without further approval by the General Meeting, to increase the Company’s nominal share capital by up to EUR 14,245,000 in one or several tranches, by issuing up to 12,950,000 new no-par value bearer shares against contributions in cash or in kind, until July 6, 2015, even by excluding the shareholders’ pre-emptive rights in whole or in part, and to determine the details of the issuing conditions (in particular issue price, nature of the contribution in kind, contents of share rights, exclusion of pre-emptive rights) with the approval of the Supervisory Board, which is authorized, for this purpose, to resolve on amendments of the Company’s Articles of Association.

Capital increase in connection with the Offering, authorized capital

The New Shares will be issued based on the authorized capital described above under “Authorized capital”. On September 17, 2013, the Management Board, with the approval of the Supervisory Board, passed a resolution to increase the Company’s nominal share capital from EUR 28,490,000 by up to EUR 14,245,000 by issuing in two tranches up to 12,950,000 new no-par value bearer shares. The Subscription and Offer Price will be determined by the Management Board with the approval of a special ad-hoc committee of the Supervisory Board established for such purpose on or about September

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18, 2013. The New Shares will carry dividend rights from and including the financial year ending March 31, 2014. The first tranche of the capital increase is expected to be registered with the companies’ register at the Regional Court Leoben on or about September 19, 2013. The second tranche of the capital increase is expected to be registered with the companies’ register at the Regional Court Leoben on or about October 4, 2013. Following the registration of the two tranches of the capital increase in connection with the Offering, the Company’s nominal share capital will amount EUR 42,735,000 and will be divided into 38,850,000 Shares. There are no over-allotment options in connection with the Offering.

Conditional capital

The General Meeting held on July 7, 2010 resolved to conditionally increase the nominal share capital by up to EUR 14,245,000 through the issue of up to 12,950,000 new no-par value bearer shares. The conditional capital increase shall be conducted only to the extent that holders of convertible bonds issued on the basis of the resolution of the General Meeting held on July 7, 2010 exercise the right to buy or exchange shares of the Company. The new shares issued in the course of the conditional capital increase shall be fully entitled to dividends for the financial year in which they are issued. The issue price shall be the average of the closing prices at the Vienna Stock Exchange (or the stock exchange on which the company’s shares are primarily listed) of the twenty days preceding the allocation date of the convertible bonds plus a surcharge of 30% or any higher surcharge corresponding to the expected price development of the Company in connection with similar transactions in the relevant market, with the term, interest rate and volume being decisive for determining whether a transaction is similar or not.

The number of shares issued or potentially to be issued under the conditional capital according to the terms and conditions of convertible bonds, together with the number of shares to be issued under the authorized capital must not exceed 12,950,000.

Authorization to issue convertible bonds, conversion and option rights

The General Meeting held on July 7, 2010 resolved to authorize the Management Board, subject to the approval of the Supervisory Board but without further approval by the General Meeting, to issue convertible bonds up to an notional amount of EUR 100,000,000, in one or more tranches, and to determine the terms and conditions, the issuance and the conversion procedures of the convertible bonds as well as to exclude the pre-emptive rights of the shareholders. The authorization may be exercised in whole or in parts.

There are currently no convertible bonds issued by the Company.

Form and certification of the shares

The form and contents of share certificates, interim certificates, dividend and renewal coupons, partial debentures, interest coupons and option certificates shall be determined by the Management Board with the approval of the Supervisory Board. The Company is entitled to incorporate several shares in one certificate (global shares). All claims for the issuance of individual share certificates are excluded.

The Existing Shares of the Company are represented by a modifiable global certificate (veränderbare Sammelurkunde). The modifiable global certificate has been deposited with the clearing system of OeKB, Am Hof 4, 1011 Vienna, Austria.

The New Shares will be represented by a modifiable global certificate which will be deposited with the clearing system of OeKB. Title to the Company’s New Shares will therefore be transferred in accordance with the rules of that clearing system (see “Market Information—The Vienna Stock Exchange—Trading and settlement”).

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General provisions regarding a change of the share capital

Austrian law permits a stock corporation to increase its share capital in any of the following ways:

• through a shareholders’ resolution on the issuance of new shares against contributions in kind or in cash (ordinary capital increase/ordentliche Kapitalerhöhung);

• through a shareholders’ resolution authorizing the management board, subject to approval of the supervisory board, to issue new shares up to a specified amount (not exceeding 50% of the issued share capital) within a specified period, which may not exceed five years (authorized capital/genehmigtes Kapital);

• through a shareholders’ resolution on the issuance of new shares up to a specified amount for specific purposes, such as for employee stock options (not exceeding 10% of the issued share capital), for conversion rights granted to holders of convertible bonds or for use as consideration in a merger (not exceeding 50% of the issued share capital) (conditional capital/bedingtes Kapital);

• through a shareholders’ resolution authorizing the management board to effect a conditional capital increase with the approval of the supervisory board in order to grant stock options to employees, executives and members of the management board up to a certain notional amount (not exceeding 10% of the issued share capital) (authorized conditional capital/genehmigtes bedingtes Kapital); or

• through a shareholders’ resolution authorizing the conversion of unrestricted reserves or retained earnings into share capital, with or without the issuance of new shares (Kapitalberichtigung).

According to the articles of association of the Company, an ordinary capital increase requires approval by a simple majority of the share capital present or represented at the General Meeting. However, if the Subscription Rights of Existing Shareholders are to be excluded, a 75% majority of the share capital present or represented at the General Meeting is required. Shareholder resolutions approving authorized capital, conditional capital or authorized conditional capital require a 75% majority of the share capital present or represented at the General Meeting.

Authorization to acquire and dispose of treasury shares

Pursuant to the Stock Corporation Act, the Company may purchase its own shares only in the following limited circumstances:

• upon approval of the General Meeting, for a period not exceeding 30 months and limited to a total of 10% of the share capital, provided that the Company keeps sufficient reserves; the resolution must determine a minimum and a maximum consideration;

• to prevent substantial, immediately threatening damage to the Company (subject to the limitation of 10% of the overall share capital), provided that the Company keeps sufficient reserves;

• by way of a universal legal succession (i.e., succession by merger);

• for the purpose of indemnifying minority shareholders, provided that the Company keeps sufficient reserves; or

• as part of a redemption of shares in accordance with the rules for capital decreases approved by the General Meeting.

The General Meeting held on July 4, 2013 authorized the Management Board to purchase, within a period of 30 months from the adoption of the resolution of the General Meeting, treasury shares to an extent of up to 10% of the nominal capital of the Company for a minimum consideration per share being at the utmost 30% lower than the average, unweighted stock exchange closing price over the preceding ten trading days and a maximum consideration per share at the utmost 30% higher than the average, unweighted stock exchange closing price over the preceding ten trading days.

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The authorization also extends to the repurchase of the Company’s shares by subsidiaries of the Company (section 66 Stock Corporation Act). Such repurchases may take place via the stock exchange or a public offering or by other legal means, and for any legally permissible purpose, such as for the implementation of the employee participation scheme program respectively the stock option program of the Company (see “Management and Corporate Governance–Stock option plan”).

The Management Board is also authorized to cancel shares repurchased or already held by the Company without further resolution of the General Meeting. The Supervisory Board is authorized to adopt amendments to the Articles of Association arising from the cancellation of shares.

The authorizations may be exercised in total or partially and also in several tranches.

As of the date of this Prospectus, the Company holds 2,577,412 treasury shares (9.95 % of the Shares) with a notional amount of EUR 2,835,153.20. The Management Board decided to offer these treasury shares as Offered Treasury Shares in the Offering and to grant the Company’s Existing Shareholders Subscription Rights for the treasury shares pro rata to their respective shareholdings at the beginning of the Subscription and Offer Period (such Subscription Right is included in the Subscription Ratio of 3 to 2). Assuming that all Offered Treasury Shares will be sold in the Offering the Company will no longer hold any treasury shares upon completion of the Offering.

Furthermore, the Management Board was authorized to utilize the Company’s treasury shares or dispose of it also by means other than via the stock exchange or a public offering for any legally permissible purpose, and to exclude the general subscription rights of the shareholders.

General provisions regarding subscription rights

Pursuant to section 153 (1) Stock Corporation Act, shareholders generally are entitled to subscription rights (Bezugsrechte) allowing them to subscribe for any new shares (including securities convertible into shares, securities with warrants to purchase shares, securities with profit participation or participation certificates) to maintain their existing share in a company’s share capital. Such subscription rights are in proportion to the number of shares held by the shareholder. Shareholders may waive or transfer their subscription rights.

The shareholders’ subscription rights may be excluded by a resolution of 75% of the share capital present or represented at the General Meeting if the interest of the Company in such exclusion prevails over the interests of the shareholders. A shareholders’ resolution resolving upon an authorized capital may exclude the subscription rights or authorize the Management Board to exclude the subscription rights with a majority of 75% of the share capital present or represented at the General Meeting. The decision of the Management Board to issue the shares from authorized capital and to exclude the shareholders’ subscription rights requires the approval by the Supervisory Board and a statement by the Management Board as to the reason why the shareholders’ subscription rights are excluded. If shares are issued from a conditional capital, there are no subscription rights.

Subscription rights are not deemed to be excluded, when new shares are subscribed for by a credit institution, in order to offer such new shares (or, as in the case of the Offering, the New Shares) to the Existing Shareholders or when treasury shares are acquired by a credit institution in order to offer such treasury shares (or in the case of the Offering, the Offered Treasury Shares) to the Existing Shareholders.

The period to exercise subscription rights may not last less than two weeks. The Management Board must publish a notice of the issue price and the commencement and duration of the exercise period in the Official Gazette (Amtsblatt zur Wiener Zeitung).

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General Meeting

Convention of the General Meeting

The General Meeting is convened by the Management Board or the Supervisory Board. The annual General Meeting shall be held at the Company’s registered seat, at one of its branches or at another location where an Austrian notary has an official residence. The entitlement to attend a General Meeting is subject to the ownership of shares at the end of the 10th day preceding the General Meeting (record-date) Evidence that the shares are held on the record-date must be received by the Company, at the address as specified in the notice announcing the General Meeting, at least three business days before the General Meeting. The depository may be any credit institution having its registered seat in a member state of the EEA or a full member of the OECD. The invitation notice to the General Meeting must contain the information under which conditions shareholders shall be entitled to attend the General Meeting.

The Company must publish an invitation notice of the General Meeting; the minimum period between the publication of the invitation notice and the day of the General Meeting must be 28 days in case of the annual General Meeting or 21 days in case of an extraordinary General Meeting.

Shareholders may appoint natural or legal persons as proxies to represent them at General Meetings. The power of attorney has to be granted in written form.

The annual General Meeting must take place within the first eight months of each financial year.

Voting rights and majority requirements

Each share entitles its holder to one vote at the General Meeting. There is no minimum attendance quorum at the General Meeting. Resolutions of the General Meeting are passed with simple majority of the votes cast unless a different majority is mandatorily provided by law or the articles of association, and in cases where a majority of capital is required by a simple majority of the nominal capital represented at the time the resolution is passed.

Under Austrian mandatory law, among others, the following measures require a majority of at least 75% of the share capital present or represented at a General Meeting:

• change of the business objectives;

• increase of share capital with a simultaneous exclusion of subscription rights;

• creation of authorized capital or conditional capital;

• decrease of share capital;

• exclusion of subscription rights for convertible bonds, participating bonds and participation rights;

• dissolution of the Company or continuation of the dissolved company;

• transformation of the Company into a limited liability company (GmbH);

• approval of a merger or a spin-off (proportionate to shareholdings);

• transfer of all assets of the Company; and

• approval of profit pools or agreements on the operation of the business.

A majority of 90% of the entire share capital is required for an upstream merger pursuant to the Transformation Act (Umwandlungsgesetz), with certain exceptions, for a spin-off disproportionate to shareholdings pursuant to the Spin-Off Act (Spaltungsgesetz) or for a squeeze-out pursuant to the Austrian Act on the Squeeze-out of Minority Shareholders (Gesellschafter-Ausschlussgesetz) (see “Regulation of Austrian Securities Markets—Squeeze-out of minority shareholders”).

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A shareholder or a group of shareholders holding at least 20% of the share capital may object to settlements or waivers of liability claims of the Company against members of the Management Board or the Supervisory Board.

A shareholder or a group of shareholders holding at least 10% of the share capital may in particular:

• request special audits of activities with respect to the management of the Company, if these activities took place within the previous two years;

• veto the appointment of a special auditor and request a court to appoint another special auditor;

• request an adjournment of the General Meeting if the annual financial statements are found to be incorrect by the shareholders who require such adjournment;

• request a court to recall a member of the Supervisory Board for cause; and

• request the assertion of damage claims by the Company against members of the Management Board or the Supervisory Board or certain other parties, if the claim is not obviously unfounded.

A shareholder or a group of shareholders holding at least 5% of the share capital may in particular:

• request that a General Meeting be convened or, if the Management Board and the Supervisory Board do not comply with such request within a maximum period of two months, request a court to convene a General Meeting or, upon court approval, convene a General Meeting themselves;

• request that a topic be put on the agenda of the General Meeting;

• request the assertion of damage claims of the Company against members of the Management Board or the Supervisory Board or certain other parties, if a special report reveals facts which may entitle to such damage claims;

• request court appointment of another auditor of the financial statements for cause; and

• appeal a shareholders’ resolution, if such resolution provides for amortization, accumulated depreciation, reserves and accruals exceeding the limit set by law or the articles of association.

A shareholder or a group of shareholders with an aggregate shareholding of at least 1% of the share capital is entitled to submit proposals on the resolutions to be adapted to each item of the agenda of an already announced general meeting and request that the proposals, including the reasons therefore, are made available on the Company’s website.

Change or impairment of shareholders’ rights

The Stock Corporation Act contains provisions that protect the rights of individual shareholders. As a general rule, shareholders must be treated equally under equal circumstances, unless the concerned shareholders agree otherwise. Furthermore, measures affecting shareholders’ rights generally require a shareholders’ resolution.

The articles of association do not provide for more stringent conditions for the exercise of shareholders’ rights than those provided by the Stock Corporation Act. In addition, the articles of association do not allow changes or restrictions to shareholders’ rights under less stringent conditions than those provided by the Stock Corporation Act.

Neither Austrian law nor the articles of association restrict the right of non-resident or foreign holders of the shares to hold or vote the shares.

General provisions regarding profit appropriation and dividend payments

The New Shares carry full dividend rights from, and including, the financial year ended March 31, 2014 and the following financial years.

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Pursuant to the Company’s articles of association, the General Meeting resolves on the allocation of accumulated profit every year. The General Meeting is in the position, contrary to the proposed allocation of profits, to exclude completely or partly accumulated profits from distribution. Each shareholder is entitled to receive an annual dividend, if and to the extent that the distribution of dividends is resolved by the General Meeting. Based on the proposal of the Management Board and the report by the Supervisory Board, the General Meeting resolves whether dividends will be paid for any financial year and on the amount and timing of any such dividend payments.

Unless the General Meeting resolves otherwise, dividends that are approved by the General Meeting will be distributed via the paying agent to the shareholders on a pro rata basis, according to the number of shares they hold. Dividends that have not been collected by shareholders within three years are deemed forfeited and become part of the Company’s unrestricted reserve (freie Rücklage; for further details see “Dividend Policy”).

Dissolution

The dissolution of the Company requires a majority of at least 75% of the share capital present or represented at the General Meeting. If the Company is dissolved, any assets remaining after repayment of the outstanding debts will be distributed pro rata to the shareholders.

Redemption/Conversion of Shares

Redemption of shares is possible in the course of a decrease of the Company’s stated capital resolved by the General Meeting, or by a repurchase of its own shares.

A capital decrease requires a shareholders’ resolution with a majority of at least 75% of the share capital present at the General Meeting. Pursuant to the Stock Corporation Act, the Company may acquire its own shares only in limited circumstances (see “Description of the share capital of the company and the articles of association–Authorization to acquire treasury shares”). Shares can be converted into a different class of shares (for example, non-voting preferred shares) only with the consent of the respective holder and, in case the conversion negatively affects other shareholders whose shares are not converted, the consent of such shareholders.

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GENERAL INFORMATION ABOUT THE COMPANY

Legal and commercial name, registered seat, financial year, duration

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft is a stock corporation formed in Austria and under Austrian law for an indefinite period, with its domicile in Leoben, registered with the companies’ register of the Regional Court Leoben under FN 55638x and its business address at Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria. The Company was founded as “AT & S Austria Technologie- und Systemtechnik Gesellschaft m.b.H.” and first registered on September 11, 1987. The Company’s as well as the Group’s commercial name is AT & S. The Company may be reached at its business address, by phone (+43(0)3842200-0) or on its website under www.ats.net. The Company’s financial year starts on April 1 of a calendar year and ends on March 31 of the following calendar year.

Corporate history

1974, 1978 Founding of the production plants in Fehring (Körting Elektronik GmbH & Co KG) and Fohnsdorf (EUMIG Fohnsdorf Industrie GmbH), Austria

1982 Founding of the production plant in Leoben-Hinterberg, Austria (in cooperation with IBM) 1987 Founding of AT & S Austria Technologie und Systemtechnik Gesellschaft m.b.H. (1995 transformed in to a stock

corporation (Aktiengesellschaft) 1990 Founding of a state-owned holding company as umbrella for the three production plants 1994 Privatization: Messrs. Androsch, Dörflinger and Zoidl became new owners 1999 IPO of AT & S at the Neuer Markt, Frankfurt 2008 Listing of AT & S on Vienna Stock Exchange and delisting of AT & S from Frankfurt Stock Exchange

The Company’s international expansion policy began in 1999, when with effect of January 21, 1999, it acquired one of India’s leading PCB manufacturers, Indal Electronics Ltd. (later named AT&S India Private Limited). In 2000, AT & S expanded the production plant in Leoben-Hinterberg, Austria, followed by the ramp-up of the first expansion stage of the production plant in Shanghai (Shanghai I) in 2002. In 2003, after acquiring the assets from an insolvent company, AT & S Klagenfurt Leiterplatten GmbH, operating the Company’s production plant in Klagenfurt, was founded, followed in 2005 by the Indian design company ECAD Technologies Private Ltd. and in 2006 by the South Korean company Tofic Ltd. (later named AT&S Korea Co., Ltd.). In 2006, production was shifted from the Fohnsdorf production plant to Leoben-Hinterberg. In 2006, AT & S conducted the ramp-up of the second expansion stage of the production plant in Shanghai (Shanghai II), followed by the third expansion stage (Shanghai III) in 2007. In 2011, the Group started the construction of the production plant in Chongqing, China (see “Operating and Financial Review – Recent developments”).

Corporate purpose

The Company’s business objectives as stated in § 2 of its articles of association are in particular:

a) the development and manufacture of electronic parts, components, modules and devices;

b) the sale of the products in lit a) under the trademarks AT & S and AUSTRIA TECHNOLOGIE & SYSTEMTECHNIK;

c) the development and manufacture of systems based on electronics technology;

d) trade in electronic components, devices and systems as well as the procurement of trading transactions concerning these products;

e) the provision of services in automated data processing and information technology and consultation in these areas;

f) the implementation and provision of all work pertaining to the organizational, technical, commercial and financial consultation of companies and businesses of all kinds, together with the manufacture, sale and maintenance of machines and devices pertaining to this sphere of activity;

g) trade in goods of all kinds;

h) industrial research and development including the design of industrial manufacturing processes

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(Engineering) in the Company’s areas of interest and the acquisition, issue and implementation of commercial patents, licenses, manufacturing and sales rights of all kinds;

i) the pursuance of the trade of electrical installation higher and lower grades;

j) the Company shall be further entitled to produce, process, acquire and sell other products and provide services of all kinds.

A further object of the Company is the investment in other companies of the same or of a related type, the assumption of the management and assets of these companies, with the exception of banking transactions. The Company is entitled to conduct all business and take all measures which are deemed necessary or expedient for realizing the objects of business. Its activities shall be pursued both in Austria and in other countries.

Significant subsidiaries

The Company considers the following companies to be its significant subsidiaries:

Name of company Country of Incorporation Registered Seat

Percentage of ownership and

voting powerAT & S Asia Pacific Ltd. ............................... Hong Kong Unit 1617 – 1619, 16/F.,

Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

100%

AT & S (China) Company Ltd....................... China 5000, Jin Du Road, Xinzhuang Industrie Park, Minhang District, Shanghai 201108, P.R. China

100%*

AT & S (Chongqing) Company Ltd. ............. China No. 3 Teng Fei Road, Yuzui Town, Jiangbei District, Chongqing 401133, P.R. China

100%*

* Indirectly held through its 100% subsidiary AT & S Asia Pacific Ltd. (Source: AT & S annual report for the financial year ended March 31, 2013.)

In January 2013, the Company transferred its shares in AT & S (China) Company Ltd. to its 100% subsidiary AT & S Asia Pacific Ltd.

Auditors

PwC Wirtschaftsprüfung GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Erdbergstraße 200, 1030 Vienna, Austria, certified public auditors and members of the Austrian Chamber of Chartered Accountants (Kammer der Wirtschaftstreuhänder), audited, and rendered unqualified audit reports on, the Consolidated Financial Statements of the Group for the financial years ended March 31, 2013, 2012 and 2011 and acknowledged the incorporation by reference of its unqualified auditors’ opinion in relation to the Consolidated Financial Statements.

Notices

Pursuant to the Stock Corporation Act, notices must be made by publication in the Official Gazette (Amtsblatt zur Wiener Zeitung), and, as the case may be, on the website of the Company.

Paying agent and depository

The depository bank (Verwahrstelle) is Oesterreichische Kontrollbank Aktiengesellschaft, Am Hof 4, 1010 Vienna, Austria.

Paying agent (Zahlstelle) is Raiffeisen Centrobank AG, Tegetthoffstraße 1, 1010 Vienna, Austria; additional paying agent is Erste Group Bank AG, Graben 21, 1010 Vienna, Austria. The depository

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(Hinterlegungsstelle) may also be any credit institution having its registered seat in a member state of the EEA or of a full member of the OECD. For shareholders holding share certificates or shares held through depository banks the invitation notice to the General Meeting must contain the information under which conditions shareholders shall be entitled to attend the General Meeting.

Specialist/market maker

As of the date of this Prospectus, Close Brothers Seydler Bank AG, Schillerstrasse 27-29, 60313 Frankfurt am Main, Germany, acts as specialist for the Shares and Raiffeisen Centrobank AG, Tegetthoffstrasse 1, 1010 Vienna, Austria, as market maker of the Company in accordance with the rules of the Vienna Stock Exchange and the Prime Market segment.

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REGULATION OF AUSTRIAN SECURITIES MARKETS

The overview of Austrian securities markets regulation set forth below is for general information only and contains certain significant issues of Austrian securities markets regulation. The overview does not purport to be a comprehensive description of all the topics discussed below.

Notification and disclosure of shareholdings

The following provisions of the Stock Exchange Act on the disclosure of major shareholdings generally apply in relation to issuers of securities listed on a regulated market in the EU the home Member State of which is Austria and, as far as notifications to the Vienna Stock Exchange are required, only to issuers of securities listed on a regulated market located in Austria.

Any person (irrespective of whether domestic or foreign) whose voting interest in an issuer whose registered office is in Austria and whose shares are listed on the Official Market or the second tier market (the “Second Regulated Market”) (Geregelter Freiverkehr) of the Vienna Stock Exchange reaches, exceeds or falls below 4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90% through acquisition or sale of shares and/or certain other financial instruments listed in Section 91a Stock Exchange Act must give written notification to the issuer, the stock exchange and the FMA. Such notification must be made no later than two trading days after noting or having the possibility to note that the relevant thresholds have been reached, exceeded or are no longer met. The notification has to state the number of voting rights after such an acquisition or sale of shares, if applicable, the chain of controlling companies through which the voting rights are actually exercised, the date on which the respective thresholds have been reached or exceeded and the name of the shareholder as well as the name of the person who is authorized to exercise the respective voting rights. The same applies, among other things, to shares that are subject to option and trust arrangements and to banks that exercise voting rights on behalf of their depositaries by virtue of special voting proxies. The Company is required to publish any such event and information within two trading days of being notified thereof. In addition, the Company is also obliged to publish any changes of the share capital and the total number of voting rights at the end of the calendar month of the respective change. Publications must be made through an EU-wide electronic information dissemination system.

The following provisions of the Stock Exchange Act on the disclosure of directors’ dealings apply in relation to issuers having their registered office in Austria whose shares are listed on the Official Market or Second Regulated Market of an Austrian stock exchange:

Persons who undertake managerial responsibilities and, where applicable, persons closely associated with them, must publish without delay and notify the FMA within five working days of the existence of any transactions conducted on their own account relating to shares of the issuer, or to derivatives or other financial instruments linked to them (so-called directors’ dealings). The form, content and type of disclosure of directors' dealings notifications are regulated by the Disclosure and Reporting Regulation (Veröffentlichungs- und Meldeverordnung). Such notification requirement does not apply if the aggregated value of such person’s transactions does not reach EUR 5,000 per calendar year. Persons undertaking managerial responsibilities are in particular members of the management board and the supervisory board of a stock corporation. The same rules apply to persons who have a close relationship with persons undertaking managerial responsibilities, for example spouses, dependent children as well as any other family members who have lived in the same household for at least one year. Persons who have such close relationships are, in addition, legal entities, fiduciary institutions or partnerships which are managed by such a person or which are directly or indirectly controlled by such a person, or which have been established for the benefit of such a person or whose business interests, to a large extent, are similar to those of such a person. Violations of directors' dealings constitute an administrative offence and may be fined by the FMA.

In addition to the above notification and disclosure obligations under the Stock Exchange Act, under certain circumstances, the acquisition of shares or other methods of obtaining control of a company within the meaning of the Austrian Cartel Act (Kartellgesetz) may be subject to the Austrian Cartel Court’s approval.

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Insider trading and ad-hoc information

Austrian law prohibits the abuse of insider information committed on Austrian territory or by Austrian citizens abroad with regard to financial instruments admitted to trading on a regulated market or financial instrument not admitted to a regulated market provided that such financial instrument depends on the value of a financial instrument that is admitted to a regulated market or has applied for admission to a regulated market. Austrian law further prohibits the abuse of inside information committed in Austria with regard to financial instruments admitted to trading on a regulated market in another EU member state. Inside information is defined as detailed information not known to the public which, directly or indirectly, concerns one or more issuers of financial instruments, or one or more financial instruments, and which would, if it were publicly known, substantially influence the quoted value of such financial instruments or of derivatives linked to them, because a reasonable investor would likely use such information as the basis for his investment decision.

An insider is any person who has access to inside information either due to his position as a member of the administrative, managing or supervisory body of an issuer or due to his profession, occupation, responsibilities or shareholding (so called “Primärinsider”). Any person who gains access to inside information by way of a criminal offense is also an insider.

Any insider who uses inside information with the intent to gain a pecuniary advantage for himself or a third party by buying or selling financial instruments or by offering or recommending such instruments to third parties, or who provides access to such information to third parties without being required to do so, is subject to a criminal penalty of up to three years’ imprisonment. If the financial advantage achieved exceeds EUR 50,000, the penalty is between six months’ and five years’ imprisonment. If this criminal offense is performed by a person who is not an insider, but has inside information which has been made available to him by an insider (so called “Sekundärinsider”), he is subject to a criminal penalty of up to one year’s imprisonment. If the financial advantage achieved exceeds EUR 50,000, the penalty is up to three years’ imprisonment.

Pursuant to the Stock Exchange Act, every issuer is obliged to inform its employees and other persons providing services to the issuer about the prohibition on the abuse of inside information; to issue internal directives for the communication of information within the company; and to monitor compliance. Furthermore, issuers are obliged to take organizational measures to prevent the abuse of inside information or its disclosure to third parties. The Issuers’ Compliance Regulation (Emittenten-Compliance-Verordnung) regulates the measures to be taken by issuers whose shares or financial instruments are admitted to the Official Market or the Second Regulated Market in Austria in further detail (e.g. blocking periods). In addition, it requires each issuer whose securities are admitted to the Official Market or the Second Regulated Market to issue a compliance directive (Compliance-Richtlinie). These compliance directives must be submitted to the FMA.

Issuers are required to establish a register of those persons working for them who have access to inside information, whether on a regular or occasional basis. Issuers are also required to regularly update this register and transmit it to the FMA whenever requested.

Furthermore, the Stock Exchange Act requires companies admitted to the Official Market or the Second Regulated Market of the Vienna Stock Exchange to disclose to the public without delay any inside information that directly concerns them (so-called ad-hoc information). This obligation does not apply to issuers whose shares are not admitted to trading on a regulated market or who have not applied for admission to trading on a regulated market in the EU. Material changes to published inside information must be published and identified as such. Publication must be made through an EU-wide electronic information dissemination system.

Market manipulation

Market manipulation refers to transactions or trade orders which give, or are likely to give, false or misleading signals as to the supply of, demand for, or price of, financial instruments, or which secure, by a person, or persons acting in collaboration, the price of one or several financial instruments at an

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abnormal or artificial level, unless the person who entered into the transactions or issued the trade orders has legitimate reasons for doing so and these transactions or trade orders conform to accepted market practices on the regulated market concerned. Market manipulation also comprises transactions or trade orders which employ fictitious devices or any other form of deception or contrivance. Finally, market manipulation includes dissemination of information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to financial instruments, including the dissemination of rumors and false or misleading news, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading. Market manipulation is subject to an administrative fine of up to EUR 150,000, which may be imposed by the FMA. Additionally, any pecuniary advantage attained by such transaction or trade order is to be declared forfeit by the FMA.

Takeover Act

The Austrian Takeover Act (Übernahmegesetz) (the “Takeover Act”) primarily applies to public offers for the acquisition of shares of stock corporations registered in Austria, which shares are admitted to the Official or Second Regulated market of the Vienna Stock Exchange. The primary purpose of the Takeover Act is to ensure that all shareholders of a company the shares of which are being acquired are treated equally in the course of a public takeover.

The Takeover Act provides that any public offer for the acquisition of shares of an Austrian company listed on an exchange in Austria has to be submitted to the Takeover Commission (Übernahmekommission) prior to its publication and has to be prepared and published in accordance with the requirements of the Takeover Act. Any person (or parties acting in concert) who acquires a controlling interest in an Austrian company listed on an exchange in Austria has to disclose that fact to the Takeover Commission without undue delay and make an offer to all other shareholders to purchase their shares in such company within 20 stock exchange trading days (“mandatory offer”).

An interest shall be deemed to be controlling if more than 30% of the voting stock of a company is obtained. Acquisitions of voting rights not exceeding 30% will in no case trigger a mandatory offer (“safe harbor”). In the event of an acquisition of a holding of between 26% and 30%, the voting rights exceeding a participation of 26% are suspended unless such suspension is explicitly lifted by the Takeover Commission. The Takeover Commission, upon application, may impose conditions on the offer or instead of the suspension of voting rights.

Under the “creeping-in” rule, the extension of an existing controlling interest shall also trigger a mandatory offer, if a person with a controlling interest who does not have a majority of the voting rights of a listed company acquires an additional 2% or more of the voting rights within a period of 12 months. The “creeping-in” rule, accordingly, only applies to a shareholding between 30% and 50%.

In the event of a “passive” acquisition of control (i.e. where an investor acquires a controlling interest without own effort, e.g. because the hitherto controlling shareholder sells its shares or a shareholders’ agreement is terminated), there is no requirement to launch a mandatory offer if the acquirer of a controlling interest could not reasonably expect the acquisition of control at the time of acquiring the participation. Otherwise, the same provisions as outlined above apply (e.g. suspension of voting rights).

The minimum price to be offered in a mandatory offer or a voluntary offer aimed at the acquisition of a controlling interest must be the higher of (i) the highest price paid by the offeror during the last 12 months preceding the notification of the offer to the Takeover Commission, and (ii) the average share price during the six months immediately preceding the publication of the intention to launch the offer.

The Takeover Act requires that the offeror prepares offer documents to be examined by an independent expert, either a qualified auditor or bank, before these offer documents are filed with the Takeover Commission and the target company. The management of the target company must issue a statement on the offer which is also subject to mandatory examination by an independent expert. Any offers providing for a higher consideration or competing offers must follow the same rules. From the time of the publication of an offeror’s intention to submit a public offer, the management board and the

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supervisory board of the target company generally may not undertake measures to jeopardize the offer. The offeror and the parties acting in concert must refrain from selling any shares in the target company (regardless of the amount of the consideration) and from purchasing target shares for a higher consideration than offered in the offer. The violation of any legal provision may result in the obligation to pay the difference between the price such shares have been purchased and/or sold at and the price offered in the bid to all shareholders who have accepted such bid, in the suspension of voting rights and in fines imposed by the Takeover Commission.

The Takeover Commission supervises compliance with the Takeover Act and is authorized to fine any party who violates the Takeover Act. The Takeover Commission may institute proceedings ex officio and is not subject to supervision by any other regulatory authority.

Squeeze-out of minority shareholders

Pursuant to the Austrian Act on the Squeeze-out of Minority Shareholders (Gesellschafter-Ausschlussgesetz), a majority shareholder holding no less than 90% of the entire (voting and non-voting) share capital of a corporation under Austrian law may squeeze-out the remaining shareholders at an equitable price. The squeeze-out right is general and is not limited to a preceding takeover offer. The minority shareholders are not entitled to block the squeeze-out but have the right of separate judicial review of the fairness of the compensation paid for their minority stake. Where a squeeze-out follows a takeover offer, the consideration offered in the takeover bid is presumed to be fair where, through the acceptance of the offer, the offeror has acquired shares representing no less than 90% of the share capital entitled to vote of the target company.

Short selling

According to the Stock Exchange Act, the FMA is entitled to temporarily ban short selling trades in financial instruments specified by regulation. In such regulation, the FMA has to specify the securities affected as well as the period of the ban, which must not exceed 3 months. Since November 1, 2012, the Regulation (EU) No 236/2012 of the European Parliament and of the Council of March 14, 2012 on short selling and certain aspects of credit default swaps is in force. According to this regulation, significant net short positions on, amongst others, shares, must be reported to the competent authority. The relevant notification threshold is a percentage that equals 0.2% of the issued share capital of the company concerned and each 0.1% above that. In addition, certain significant positions must be published. The relevant publication threshold is a percentage that equals 0.5% of the issued share capital of the company concerned and each 0.1% above that.

In addition, FMA has issued guidelines on short selling transactions founding the suspicion of market manipulative behavior. Pursuant to the Stock Exchange Act, any person professionally arranging transactions must submit a notification of suspicious transactions involving inside trading or market manipulation to FMA. FMA deems a holding of net short positions of 0.25% or more as a possible evidence for market abuse.

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TAXATION

The following is a brief overview of certain Austrian tax aspects in connection with the Offering and the Offer Shares. It is of a general nature and is not a full and comprehensive description of all Austrian tax consequences in connection with the acquisition, holding or disposal of the Offer Shares nor does it take into account the investors’ individual circumstances or any special tax treatment applicable to the investors. Exceptions to the tax regime described herein may apply to certain investors. This overview is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors should consult their own professional advisors as to the particular tax consequences of the acquisition, holding or disposal of the Offer Shares.

This overview focuses on the tax treatment of dividends and capital gains which may be derived from the Offer Shares by individuals with a domicile or their habitual abode in Austria and legal entities with their corporate seat or their place of management in Austria (“residents”) as well as by individuals who do not have a domicile nor their habitual abode in Austria and legal entities who do not have their corporate seat nor their place of management in Austria (“non-residents”). The following overview is based on the tax legislation in force in Austria at the date of this Prospectus, and is subject to any changes in Austrian law and practice occurring after that date, which changes may have retroactive effect.

The Issuer does not assume any responsibility for the withholding of tax levied on income from the Shares.

Taxation of dividends

Austrian residents

Dividends paid by an Austrian stock corporation to its shareholders are subject to a withholding tax (Kapitalertragsteuer – KESt) at a rate of 25%. This tax is withheld by the company paying the dividend. The company, or the bank paying out the dividend on the company’s behalf, is required to give the shareholder a certificate showing the gross dividend, the tax withheld, the date of payment and the period in respect of which the dividend is payable, and also the tax office to which the tax withheld was remitted.

Individual shareholders: For Austrian resident individuals the dividend withholding tax fully covers all income tax on such dividend income (final taxation – Endbesteuerung), which means that no further income tax is levied on the dividend income and the dividends do not have to be included in the shareholder’s income tax return. However, the individual shareholder may include the dividends (together with his other income subject to the special 25% tax rate) in his regular annual tax assessment and have the dividends taxed at such shareholder's regular progressive personal income tax rate. In this case the Austrian withholding tax will be credited against such shareholder’s personal income tax liability or, if higher, repaid. Expenses (even interest expenses), if any, accrued by an investor and relating to dividend payments are not tax deductible.

Corporate shareholders: For Austrian resident legal entities (Körperschaften), Austrian dividend income is exempt from corporate income tax, and the dividend withholding tax is credited against the corporate income tax liability of the shareholder or refunded. No withholding tax has to be deducted from the dividends where the corporate shareholder holds at least 10% of the share capital of the Issuer. Expenses in connection with tax exempt dividend income are generally not deductible but interest expenses connected with the acquisition of shares which qualify as business assets are, subject to certain exceptions, deductible.

Non-residents

For non-residents, dividends distributed by an Austrian stock corporation are also subject to 25% withholding tax. However, double taxation treaties (“tax treaties”) may provide for a reduction of Austrian tax on dividends. Most of the Austrian tax treaties basically follow the OECD Model

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Convention and provide for a reduction of Austrian tax on dividends to 15% and for a further reduction in case of qualified participations. For example, the tax treaty with the United States provides for a reduction of Austrian withholding tax to 15% or, in case of a direct ownership of at least 10% of the voting stock by a company (other than a partnership), to 5%.

A non-resident shareholder who is entitled to a reduced rate under an applicable tax treaty (including the tax treaties with Germany, the U.K. and the United States) may apply for refund of the difference between the 25% Austrian withholding tax and the lower rate provided for by the tax treaty. In order to obtain such a refund, an eligible non-resident shareholder generally has to provide a certificate of residence issued by the tax authorities of the shareholder’s country of residence. Claims for refund of Austrian dividend withholding tax may be filed with the tax office of the Austrian city of Eisenstadt (Finanzamt Bruck Eisenstadt Oberwart) by using forms ZS RD 1 and ZS RD 1A (German) or ZS RE 1 and ZS RE 1A (English). Certain periods within which the refund has to be applied have to be considered and they can usually be found in the applicable double tax treaty. The application forms may be obtained from the website operated by the Austrian Ministry of Finance (www.bmf.gv.at) (information on the website of the Austrian Ministry of Finance is not incorporated by reference into this Prospectus). Tax treaty relief from Austrian withholding tax may also be granted by the distributing company at source provided that the requirements of the Austrian relief at source rules (DBA-Entlastungsverordnung) are met. However, the Company is under no obligation to grant tax treaty relief at source.

Corporate shareholders who are resident in a member state of the European Union or in a state of the European Economic Area (EEA) with which comprehensive mutual assistance in tax administration and tax enforcement exists are entitled to a refund of the Austrian dividend withholding tax if and to the extent the shareholder provides evidence that in his country of residence no tax credit for such withholding tax is possible pursuant to a tax treaty.

Dividends paid to a company qualifying under the EU Parent Subsidiary Directive (Council Directive 2011/96/EU as amended) (“EU company”) are exempt from withholding tax if the EU company has held at least 10% of the share capital for an uninterrupted period of at least one year and meets certain additional criteria. Dividends which are attributable to an Austrian permanent establishment of an EU company are exempt from corporate income tax and the 25% withholding tax is credited against the Austrian corporate income tax liability of such EU company or refunded to it.

Taxation of capital gains

Austrian residents

Individual shareholders: For Austrian resident individuals a capital gain (Einkünfte aus realisierten Wertsteigerungen) from the sale or other disposal of Offer Shares is subject to Austrian income tax at a rate of 25%, irrespective of the period of time the Offer Shares have been held for or the amount of the shareholding.

The tax basis is, in general, the difference between the sale proceeds for and the acquisition costs for, or tax accounting basis of, the Offer Shares. Expenses in connection with a capital gain are not deductible. For shares which are held as private assets the acquisition costs shall not include incidental acquisition costs. For the calculation of the acquisition costs of shares which are held within the same securities account and have the same securities identification number but have been acquired at different points in time after December 31, 2010, an average price shall apply.

Where an Austrian securities depository (depotführende Stelle) or paying agent – which is in general an Austrian bank or the Austrian branch of an EU resident bank or investment firm – is involved and pays out or settles a capital gain, the capital gain is subject to a 25% withholding tax. Such 25% withholding tax deduction will result in a final income taxation for individuals who hold the Offer Shares as private assets (provided that the acquisition costs of the Offer Shares had been disclosed to the securities depository) and the respective capital gain does not have to be included in the shareholder’s income tax return. If the securities depository or paying agent is not provided with the actual acquisition costs of

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the Offer Shares the withholding tax may be based on deemed acquisition costs derived in particular from the sales proceeds or fair value of the Shares as further specified in the relevant provisions of the Austrian income tax act and decrees and guidelines of the Austrian Ministry of Finance.

If the capital gain is not subject to Austrian withholding tax because there is no domestic securities depository and paying agent, the shareholder will have to include a capital gain derived from the Offer Shares in his personal income tax return pursuant to the provisions of the Austrian Income Tax Act. In general, a special 25% income tax rate should apply.

Taxpayers whose regular personal income tax is lower than 25% may opt for taxation of a capital gain from the shares (together with all other income subject to the special 25% tax rate) at their regular personal income tax rate. Expenses in connection with a capital gain are not deductible.

Losses from Offer Shares held as private assets may only be set-off with other investment income subject to the special 25% tax rate (excluding, inter alia, interest income from bank deposits) and must not be set-off with any other income. Generally, this requires the filing of an income tax return with the competent tax office. However, the Austrian securities depositories will apply an automatic set-off of losses against investment income from securities accounts at the same securities depository (subject to certain limitations). However, a carry-forward of any such losses is not permitted.

Capital gains derived from Offer Shares which are held as business assets are also subject to the special income tax rate of 25% deducted by way of the withholding tax. However, capital gains, contrary to dividend income, have to be included in the tax return and must not be a main focus of the taxpayer’s business activity. Write-downs and losses derived from the sale of Offer Shares which are held as business assets must primarily be set off against positive income from capital gains from financial instruments of the same business and only half of the remaining loss may be set off or carried forward against any other income.

Withdrawals (Entnahmen) and other transfers of Offer Shares from a shareholder’s securities account are deemed to be a disposal unless certain requirements are met such as a transfer to a securities account owned by the same shareholder (i) with the same Austrian securities depository (bank), (ii) with another Austrian bank if the shareholder instructs the transferring bank to disclose the acquisition costs of the shares to the transferee bank or (iii) with a foreign bank (securities depository) if the shareholder instructs the transferring Austrian bank to notify the competent Austrian tax office or, where the transferring bank is also a foreign bank (securities depository), the shareholder himself notifies the competent Austrian tax office within a month. A transfer of Offer Shares without consideration to a securities account of another taxpayer does not result in a deemed disposal if the fact that the transfer has been made without consideration has been evidenced to the securities depository by the shareholder, or the securities depository has been instructed by the shareholder to inform the Austrian tax office thereof, or if the shareholder has himself notified the competent Austrian tax office within a month.

Special rules apply if a taxpayer transfers his residence outside of Austria or if Austria loses for other reasons its taxation right in respect of the Offer Shares to other countries (which may give rise to a deemed capital gain and exit taxation with the option for deferred taxation in the event of a transfer to an EU member state or certain EEA member states).

Corporate shareholders: For Austrian resident corporate shareholders capital gains realized from Offer Shares are generally subject to Austrian corporate income tax at the standard rate of 25%. Corporate shareholders deriving business income from Offer Shares may avoid the application of the Austrian withholding tax on capital gains by filing a declaration of exemption (Befreiungserklärung) with the Austrian securities depository or paying agent. There is, inter alia, a special tax regime for private foundations established under Austrian law (Privatstiftungen) (interim tax, no withholding tax).

The taxation of capital gains from shares in the Issuer other than the Offer Shares is not discussed herein. In particular the taxation of capital gains from shares which were acquired before January 1, 2011 may be materially different from the taxation principles outlined herein.

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Non-residents

For non-residents, capital gains on the sale or other disposal of Offer Shares are taxable in Austria if (i) the shares are attributable to an Austrian permanent establishment or (ii) if the selling shareholder had a qualified shareholding (i.e., if he held at any time within five years preceding the sale directly or indirectly at least 1% of the Issuer’s capital). For non-residents such capital gains should in general not be subject to Austrian withholding tax (if the non-resident shareholder evidences his non-resident-status vis-à-vis the Austrian paying agent or securities depository pursuant to the provisions of the Austrian income tax guidelines) but are subject to 25% Austrian income tax or corporate income tax by way of an assessment procedure.

However, most of Austria’s tax treaties, including the tax treaties with Germany, the U.K. and the United States, attribute the right of taxation of capital gains to the shareholder's state of residence so that such capital gains are not taxable in Austria if the Offer Shares are not attributable to an Austrian permanent establishment.

Subscription rights

The receipt, exercise or expiration of Subscription Rights should not trigger Austrian income tax for a shareholder. The exercise of Subscription Rights results in an acquisition of Offer Shares. Capital gains derived from the sale of Subscription Rights are according to guidelines issued by the Austrian Ministry of Finance generally taxable if the shares to which the Subscription Rights were attached (i) were acquired against consideration after December 31, 2010 (in such case a capital gain from the sale of Subscription Rights would be subject to withholding tax essentially as described under “Taxation of capital gains” above) or (ii) exceed 1% of the Issuer’s capital. However, the taxation of capital gains derived from Subscription Rights is disputed in literature and not settled yet by the courts.

Pursuant to the capital measure regulation (Kapitalmaßnahmenverordnung) of the Austrian Ministry of Finance the tax basis of Subscription Rights shall be zero for Austrian withholding tax purposes and the acquisition costs of the shares to which the respective Subscription Rights were attached shall remain unchanged for Austrian withholding tax purposes.

Financial transaction tax

Pursuant to a proposal of the European Commission for a Council Directive implementing enhanced cooperation in the area of financial transaction tax dated February 14, 2013, it is envisaged that as from January 1, 2014, certain participating Member States including Austria introduce a tax on certain financial transactions in respect of securities such as the Offer Shares, on the condition that at least one party to the transaction is established in the territory of a participating Member State and that a financial institution established or (according to the issuance principle) deemed to be established in the territory of a participating Member State is party to the transaction, acting either for its own account or for the account of another person, or is acting in the name of a party to the transaction. The tax rate shall amount to at least 0.01% of the notional amount for financial transactions related to derivatives contracts and at least 0.1% of the consideration or market price for all other taxable financial transactions and shall be deducted by the financial institutions. It remains to be seen how and when such proposal will be implemented.

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UNDERWRITING

Subject to the terms and conditions set out in the Underwriting Agreement to be concluded between the Company and the Joint Lead Managers on September 17, 2013, the Company has agreed to offer for subscription or sell (as the case may be) to the Joint Lead Managers, and the Joint Lead Managers severally have agreed to procure purchasers for, or to purchase themselves from the Company, the number of Offer Shares set out below next to their respective names at the Subscription and Offer Price.

Joint Lead Managers Number of New Shares Number of Offered Treasury Shares

Percent

Joh. Berenberg Gossler & Co. KG...................................... up to 6,475,000 up to 1,288,706 50 Erste Group Bank AG ......................................................... up to 6,475,000 up to 1,288,706 50 Total .................................................................................... up to 12,950,000 up to 2,577,412 100 The Offer Shares will (except for those which are subject to a waiver of subscription rights as described below and under “The Offering—Subscription Ratio” and “The Offering—Participation of the Principal Shareholders in the Offering”) be offered to the Existing Shareholders of the Company for subscription in the Rights Offering.

The Principal Shareholders have undertaken to (indirectly) subscribe for and purchase EUR 5 million (Androsch Privatstiftung) and EUR 15 million (Dörflinger-Privatstiftung) in Offer Shares (the “Firm Order Shares”) in the Rights Offering. To facilitate the Pre-placement, the Principal Shareholders have waived Subscription Rights (Androsch Privatstiftung: 4,267,970 Subscription Rights in addition to the 31,470 Subscription Rights waived to facilitate the subscription ratio, Dörflinger-Privatstiftung: 783,237 Subscription Rights).

Any remaining Rump Shares may be allocated and delivered to investors on the basis of the Global Offering. The Joint Lead Managers have agreed to purchase themselves from the Company Offer Shares up to a total maximum volume of EUR 25 million at the Subscription and Offer Price if not all Rump Shares can be placed in the Global Offering (whereby the Joint Lead Managers are not obliged to purchase any Hard Underwriting Shares if the Principal Shareholders have failed to fulfill their subscription and purchase commitment).

The Underwriting Agreement stipulates that the obligations of the Joint Lead Managers are subject to the fulfillment of certain conditions such as the registration of the New Shares in the commercial register and other customary conditions.

Underwriting Commissions

Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Joint Lead Managers a fixed structuring fee of EUR 750,000, a placement fee of 2.50% of the gross proceeds received from the sale of the Offer Shares (excluding the Firm Order Shares which have been fully paid), a hard underwriting commission of EUR 187,500 as well as a discretionary fee, payable at the Company’s sole discretion, of up to 0.50% of the gross proceeds received from the sale of the Offer Shares. The Company has also agreed to reimburse certain costs incurred by the Joint Lead Managers in connection with the Offering.

Indemnification, Termination of the Underwriting Agreement

Pursuant to the Underwriting Agreement, the Company will indemnify the Joint Lead Managers against certain liabilities in connection with the Offering, including liabilities under applicable securities laws. In addition, the Joint Lead Managers will be entitled to terminate the Underwriting Agreement in certain circumstances until the closing of the Offering. In such case the Offer Shares may not be delivered, provided that if a termination occurs after the closing of the Pre-placement, the delivery of Offer Shares in the Pre-placement is not affected and if a termination occurs after registration of the first tranche of the capital increase or at a time when the registration of the first tranche of the capital increase cannot be prevented, Offer Shares will be delivered to holders of Subscription Rights who have validly exercised their Subscription Rights.

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Lock-up for the Company

According to the Underwriting Agreement, the Company agrees with each of the Joint Lead Managers during the period beginning from September 17, 2013 and continuing to the date 180 days after the first trading day of the New Shares allocated in the Rights Offering and the Global Offering not to announce or effect (or cause the General Meeting to effect) a capital increase, nor to issue financial instruments convertible into shares or to conduct similar transactions.

For the Lock-up undertaking of the Principal Shareholders see “Major Shareholders and related party transactions”)

Interests of the Joint Lead Managers in the Offering including conflicts of interest

The Joint Lead Managers have entered into a contractual relationship with the Company in connection with the Offering. In connection with the Offering, the Joint Lead Managers and their affiliated companies will be able to acquire Offer Shares for their own accounts and hold, purchase or sell for their own accounts and can also offer or sell these Shares outside of the Offering. The Joint Lead Managers do not intend to disclose the scope of such investments or transactions if not required by law. The Joint Lead Managers or their affiliates may have business relations with the Group, including financing, or may perform services for the Group in the ordinary course of their business.

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MARKET INFORMATION

The Vienna Stock Exchange

The information relating to the Vienna Stock Exchange set out below is derived from information obtained from the Vienna Stock Exchange, in particular from the Vienna Stock Exchange website (www.wienerborse.at), the report “The CEE Stock Exchange Group and its Capital Markets 2012/13” (en.wienerborse.at/static/cms/sites/wbag/media/en/pdf/about/ceeseg-report-2012.pdf), the monthly statistics from February 2013 (http://www.wienerborse.at/static/cms/sites/wbag/media/de/pdf/pri-ces_statistics/monthly_statistics/monatsstatistik/overall_201302.pdf) and the FMA 2011 annual report (www.fma.gv.at/typo3conf/ext/dam_download/secure.php?u=0&file=7382&t=1364587234&hash-=1d1b23ffb5e660c1473c635b24c5e2fd). The website of the Vienna Stock Exchange (www.wiener-borse.at) contains further information about the Vienna Stock Exchange as well as a range of special services, such as quotations and ad hoc information about the companies listed on the Vienna Stock Exchange. The information contained in the Vienna Stock Exchange website is not part of or incorporated by reference into this Prospectus.

Organization and market segments

The Vienna Stock Exchange founded in 1771 is operated by an independent, privately owned stock corporation, the Wiener Börse AG, based on a license under the Stock Exchange Act issued by the Federal Ministry of Finance. Members of the Vienna Stock Exchange include banks, foreign investment firms and other firms trading in securities, derivatives and money market instruments, registered either within or outside of the EEA. In addition to the securities exchange, Wiener Börse AG also operates a multilateral trading facility and a commodities exchange. The supervisory authority is the FMA.

As of February 2013, shares and certificates that represent shares (e.g. Austrian Depositary Certificates) of a total of 74 issuers were listed on the Official and Second Regulated Markets, as defined below the two most important markets of the Vienna Stock Exchange. The majority of these companies were incorporated in Austria as of such date. As of February 2013, the market capitalization of all domestic companies listed on the Official and Second Regulated Markets of the Vienna Stock Exchange amounted to around EUR 79 billion (source: Vienna Stock Exchange).

According to the Stock Exchange Act, for listing purposes the Austrian securities market consists of two statutory markets: the first tier market (the “Official Market”) and the Second Regulated Market. The Official Market and the Second Regulated Market have been registered as “regulated markets” pursuant to the Directive 2004/39/EC on markets in financial instruments.

The unregulated third market that existed prior to the entry into force of the Austrian Securities Supervision Act (the “Securities Supervision Act”) has been operated by the Wiener Börse AG since November 1, 2007, in the form of a multilateral trading facility within the meaning of the Securities Supervision Act. A multilateral trading facility is not a regulated market under the Stock Exchange Act. It is a trading facility operated on the basis of a license from the FMA according to the provisions of the Securities Supervision Act. However, on the basis of a special FMA approval, the operator of a regulated market is entitled to operate a multilateral trading facility as well. The criminal offense of “misuse of insider information” and the administrative offense of “market manipulation” are also applicable to multilateral trading facilities.

In December 2004, the U.S. Securities Exchange Commission granted the Vienna Stock Exchange the status of a “Designated Offshore Securities Market” in accordance with the U.S. Securities Act.

By meeting the statutory criteria, securities are admitted to listing on the Vienna Stock Exchange and are divided in various trading segments. To be traded in a specific segment, certain non-statutory criteria must be met by the issuer of the securities, in addition to the statutory listing criteria. The equity market is divided into the segments “Prime Market”, “mid market” and “standard market”.

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The Company’s Existing Shares are traded in the Prime Market. Subject to approval by the Vienna Stock Exchange, the New Shares will also be traded in this segment. The Prime Market represents the highest ranking market segment of the Vienna Stock Exchange and is comprised of shares that are admitted to listing on the Official Market or Second Regulated Market and meet the most stringent listing criteria.

Out of the 38 companies listed on the Prime Market as of February 2013, only 20 companies are included in the Austrian Traded Index (“ATX”) (source: Vienna Stock Exchange). The ATX consists of the most actively traded (most liquid) and the most highly capitalized stocks in the Prime Market. It was designed to be broadly representative of the overall performance of all stock listed on the Vienna Stock Exchange, and is used as an underlying reference for futures, options and structured notes. The ATX is calculated, disseminated and licensed by the Vienna Stock Exchange on a real-time basis. The “ATX Prime” index contains all shares and certificates that represent shares (e.g. Austrian Depositary Certificates) presently traded in the Prime Market segment. The Company’s Shares are included in the ATX Prime index.

The mid market segment comprises shares that are admitted to listing on the Official Market or the Second Regulated Market or shares that are traded on the Third Market and that do not meet all listing criteria required for trading in the Prime Market, but meet certain non-statutory listing criteria in addition to those set out in the Stock Exchange Act. The standard market segment contains all securities admitted to listing on the Official Market or Second Regulated Market that meet neither the criteria for the Prime Market nor for the mid market. It is divided in two sub-segments: standard market continuous and standard market auction.

Shares listed on the Prime Market or the standard market continuous are traded continuously, whereas securities listed on the standard market auction are traded only once a day in an auction. Shares listed on the mid market are either traded continuously or once a day; the mid market segment is, therefore, divided into the mid market continuous and the mid market auction. To provide additional liquidity, stocks traded in the Prime Market segment must be serviced by a specialist trader, which has agreed to enter firm quotes into XETRA, the electronic trading system used by the Vienna Stock Exchange on a permanent basis. In this segment, additional liquidity providers other than the designated specialists are permitted to act as market makers in securities already serviced by a specialist. The market makers’ commitments must meet certain minimum requirements set up by the Vienna Stock Exchange.

Trading and settlement

Officially listed securities are traded both on and outside of the Vienna Stock Exchange. Nearly a third of all trades are over-the-counter (“OTC”). Shares and other equity securities listed on the Vienna Stock Exchange are quoted in Euro per share.

The electronic trading system used by the Vienna Stock Exchange is XETRA (Exchange Electronic Trading), the same trading system used by the Frankfurt Stock Exchange. The settlement system uses automated netting procedures and daily mark-to-market evaluation of collateral requirements to further reduce transfer costs.

Trading can be suspended by the Vienna Stock Exchange if orderly stock exchange trading is temporarily endangered or if its suspension is necessary in order to protect the public interest. The electronic system provides for automatic volatility interruptions and market order interruptions during auctions and for automatic volatility interruptions during continuous trading.

The settlement of transactions concluded on the stock exchange takes place outside the stock exchange. Exchange transactions (spot and forward markets) are settled through CCP Austria Abwicklungsstelle für Börsegeschäfte GmbH. These transactions are carried out T+3 on a delivery versus payment (DvP) basis, with OeKB acting on behalf of CCP Austria Abwicklungsstelle für Börsegeschäfte GmbH as the central custodian and settlement bank. In case of non-delivery, the transaction will be performed T+8 by a settlement in cash, with the defaulting counter-party having to pay a penalty to the purchaser(s). Settlement terms of OTC transactions depend on party agreement.

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Supervision of market participants

As the market and stock exchange supervisory authority, the FMA is responsible, in particular, for supervision of the reporting requirements for reportable instruments in accordance with the Securities Supervision Act, the supervision of market participants and the clarification and investigation of infringements against the ban on insider trading and the ban on market manipulation, the monitoring of securities analyses concerning the issue and dissemination of recommendations in Austria, the regularity and fairness of securities trading, the clarification and investigation of price manipulation, stock exchange supervision in compliance with the Stock Exchange Act and the monitoring of issuers and shareholders with respect to their duties of publication.

Share price development

The Company’s shares are listed on the Official Market, assigned to trading in the Prime Market segment, of the Vienna Stock Exchange. The table below sets forth the high and low trading price of the Company’s shares on the Vienna Stock Exchange for the periods indicated:

(Source: Vienna Stock Exchange.)

Period High Low (in EUR) 2010 ...................................................................................................................................... 17.17 6.472011 ...................................................................................................................................... 18.20 8.132012 ...................................................................................................................................... 9.90 6.25 March 2013........................................................................................................................... 7.56 6.70April 2013............................................................................................................................. 7.09 6.15May 2013.............................................................................................................................. 7.20 6.23June 2013.............................................................................................................................. 6.91 6.10July 2013 .............................................................................................................................. 7.60 6.21August 2013 ......................................................................................................................... 8.40 7.54

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SELLING AND TRANSFER RESTRICTIONS, USE OF PROSPECTUS

Notice to investors in the Unites States

Because of the following restrictions, investors are advised to consult legal counsel prior to exercising Subscription Rights or making any offer, resale, pledge or other transfer of the Offer Shares.

The Subscription Rights and the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States. Subscription Rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the U.S. Securities Act and the Offer Shares may be offered or sold only outside the United States in reliance on Regulation S under the U.S. Securities Act or pursuant to other applicable exemptions.

In connection with the Offering made to investors outside of the United States in reliance on Regulation S, each person exercising Subscription Rights in the Rights Offering and each purchaser of Offer Shares will be deemed to have represented and agreed that it has received a copy of this Prospectus and that:

• it acknowledges that the Offer Shares and the Subscription Rights (or exercise thereof) have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions on exercise and transfer;

• it is, and the person, if any, for whose account or benefit it is exercising the Subscription Rights or acquiring the Offer Shares is, outside the United States at the time the buy order for the Subscription Rights or the Offer Shares is originated and continues to be located outside the United States, and the person, if any, for whose account or benefit the Subscription Rights are exercised or the Offer Shares are purchased reasonably believes that it is outside the United States, and neither it nor any person acting on its behalf has exercised the Subscription Rights or purchased the Offer Shares for the benefit of any person in the United Sates or entered into any arrangement for the transfer of the Offer Shares to any person in the United States;

• it is not an affiliate of the Issuer or a person acting on behalf of such affiliate;

• it is aware of the restrictions on the offer, exercise and sale, as the case may be, of the Subscription Rights and the Offer Shares pursuant to Regulation S described in this Prospectus;

• it understands that the Subscription Rights and the Offer Shares may not be offered, resold, pledged, or otherwise transferred except in an offshore transaction in accordance with Regulation S or otherwise pursuant to a valid exemption from the U.S. Securities Act;

• the Offer Shares have not been offered to it by means of any “directed selling efforts” as defined in Regulation S under the U.S. Securities Act; and

any offer, sale, pledge or other transfer of the Subscription Rights or the Offer Shares made other than in compliance with the above-stated restrictions shall not be recognized by the Issuer.

Notice to Investors in the European Economic Area

In relation to each Member State of the European Union, Iceland, Norway and Liechtenstein (together the “European Economic Area”) which has implemented the Directive 2003/71/EC, as most recently amended by Directive 2010/73/EU (the “Prospectus Directive”), from the date of implementation of the Prospectus Directive an offer of Offer Shares to the public may not be made unless:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the

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Prospectus Directive), as permitted under the Prospectus Directive; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Offer Shares to the public” in relation to any Offer Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe the Offer Shares.

Notice to investors in the United Kingdom

This Prospectus is directed only at and for distribution only to persons who (i) are outside the United Kingdom, or (ii) have professional experience in matters relating to investments, or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”). This Prospectus 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 Prospectus relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Each Joint Lead Manager has represented, warranted and agreed vis-à-vis the Company that it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sale of any Offer Shares in circumstances in which Section 21(1) FSMA does not apply to the Company and it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom.

Notice to investors in Japan

The Subscription Rights to be offered in the Offering, and the Offer Shares to be issued upon exercise of the Subscription Rights or to be sold in the Offering, have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. Accordingly, no resident of Japan may participate in the Offering or exercise any Subscription Rights and no Joint Lead Manager is allowed to, directly or indirectly, offer or sell any Subscription Rights or Offer Shares in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Financial Instruments and Exchange Law or other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to investors in Australia

This Prospectus does not constitute a disclosure document under Part 6D.2 or Part 7.9 of the Corporations Act 2001 of the Commonwealth of Australia (the “Corporations Act 2001 (Cth)”) and has not been, and will not be, lodged with the Australian Securities and Investments Commission. Accordingly, this Prospectus does not necessarily contain all of the information a prospective investor would expect to be contained in an offering document or which he/she may require to make an investment decision. The Offering to which this document relates is being made in Australia to persons who fall within one of the categories set out in sections 708(8) or 708(11) of the Corporations Act 2001 (Cth), and who are “wholesale clients” which has the meaning given in subsection 761G(4) of the Corporations Act 2001 (Cth).

As any offer for the issue of the Subscription Rights and the Offer Shares under this document will be made without disclosure in Australia under the Corporations Act 2001 (Cth), the offer of such Subscription Rights and Offer Shares for resale in Australia within 12 months of their issue may, under the Corporations Act 2001 (Cth), require disclosure to investors under Part 6D.2 or Part 7.9 unless one of the exemptions in section 708 of the Corporations Act 2001 (Cth) apply to that resale, the sale offer

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is made to a “wholesale client” or is received outside of Australia.

This Prospectus is intended to provide general information only and has been prepared by the Company without taking into account any particular person’s objectives, financial situation or needs. Recipients should, before acting on this information, consider the appropriateness of this information having regard to their personal objectives, financial situation or needs. Recipients should review and consider the contents of this document and obtain financial advice (or other appropriate professional advice) specific to their situation before making any decision to accept the offer of the Subscription Rights and/or the Offer Shares.

Notice to investors in Singapore

This Prospectus and any other material in connection with the offer or sale is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. Investors should consider carefully whether the investment is suitable for them.

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore and this offering is not regulated by any financial supervisory authority pursuant to any legislation in Singapore and an offering of shares are not allowed to be made to the retail public. Accordingly, this Prospectus and any other document or material in connection with the Offering or sale, or invitation for subscription or purchase, of the Offer Shares may not be circulated or distributed, nor may the Offer Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA, (ii) to a relevant person under Section 275(1) of the SFA, (iii) to any person pursuant to an offer referred to in Section 275(1A) of the SFA, or (iv) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Certain resale restrictions apply to the Offering and investors are advised to acquaint themselves with such restrictions.

Where the Offer Shares are subscribed, acquired or purchased by a person pursuant to an offer of securities made in reliance of an exemption under Section 275 of the SFA, and such person is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of such corporation or the beneficiaries’ rights and interest (howsoever described) in such trust shall not be transferred within 6 months after that corporation or that trust has acquired the Offer Shares pursuant to an offer made under Section 275 except:

1) to (i) an institutional investor (defined in section 4A of the SFA), (ii) a relevant person (defined in Section 275(2) of the SFA), or (iii) any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than Singapore $ 200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, in accordance with the conditions as set out in Section 275(1A) of the SFA;

2) where no consideration is or will be given for the transfer; or

3) where the transfer is by operation of law.

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Consent to use the Prospectus

The Company gives its express consent to the use of the Prospectus for a subsequent resale or final placement of shares in Austria by financial intermediaries which are credit institutions licensed in accordance with Art 4 number 1 of Directive 2006/48/EC of the European Parliament and of the Council of June 14, 2006 as amended to trade securities between the banking day following the approval and publication of the Prospectus and October 25, 2013. Financial intermediaries can make a subsequent resale or final placement of Offer Shares during this period. Any financial intermediary using the Prospectus has to state on its website that it uses the Prospectus in accordance with the consent and the conditions attached thereto. The Company accepts responsibility for the content of the Prospectus also with respect to a subsequent resale or final placement of Offer Shares by any financial intermediary which was given consent to use the Prospectus; any liability of the Company beyond that is excluded. No other conditions are attached to the consent which are relevant for the use of the Prospectus. However, the Company may revoke or limit its consent at any time, whereby such revocation requires a supplement to the Prospectus. In the event of an offer being made by a financial intermediary, the financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made.

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GLOSSARY OF TECHNICAL TERMS

ADAS Advanced driver assistance systems

Androsch Privatstiftung Androsch Privatstiftung, Schottengasse 10/12, 1010 Vienna, Austria

ATS Austrian Schilling

ATX Austrian Traded Index, consisting of the most actively traded (most liquid) and the most highly capitalized stocks in the prime market of the Vienna Stock Exchange

ATX Prime Austrian Traded Index Prime, consisting of all shares and certificates presently traded in the prime market segment of the Vienna Stock Exchange

AT & S or Group The Company together with its consolidated subsidiaries

Audited Annual Consolidated Financial Statements

The audited consolidated financial statements of the Company as of and for the financial years ended March 31, 2013, 2012 and 2011, in the English language (including the notes thereto)

Austrian GAAP Generally accepted accounting principles in Austria

Austrian Offering Public offering to retail and institutional investors in the Republic of Austria

BGA Ball grid array

Berenberg Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany

CAGR Compound annual growth rates

CAM Computer aided manufacturing

Capital Markets Act The Austrian Capital Markets Act 1991 (Kapitalmarktgesetz)

CEO The Chief Executive Officer of the Company

CFO The Chief Financial Officer of the Company

CGC The Austrian Code of Corporate Governance

Clearstream Clearstream Banking, société anonyme

Closing Date On or about October 9, 2013

Corporations Act 2001 (Cth) The Corporations Act 2001 of the Commonwealth of Australia

Company or Issuer AT & S Austria Technologie & Systemtechnik Aktiengesell-schaft, Fabriksgasse 13, 8700 Leoben-Hinterberg, Austria

Consolidated Financial State-ments

The Audited Annual Consolidated Financial Statements together with the Unaudited Interim Consolidated Financial Statements

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Cost of sales Production cost of goods sold

CPUs Central process units

CSP Chip scale package

CTO The Chief Technical Officer of the Company

C-Rule Comply or Explain rules of the CGC; non-compliance with these must be explained

Distribution costs Personnel expenses for the distribution staff as well as scheduled depreciation and other operating expenses related to distribution services and units

Documents Incorporated by Reference

The Consolidated Financial Statements, which are incorporated by reference in this Prospectus and available at the Company’s registered office during usual business hours for twelve months from the date of approval of this Prospectus as well as on the following special website of the Company: http://www.ats.net/ats-login

Dörflinger-Privatstiftung Dörflinger-Privatstiftung, Karl-Waldbrunner-Platz 1, 1210 Vienna, Austria

DSC Digital still cameras

D&O insurance Directors and officers liability insurance

EBIT or operating result Earnings before interest and taxes or operating result, calculated as profit before income taxes and finance costs - net

ECP® Embedded component packaging technology

EEA European Economic Area consisting of the member states of the EU and the member states of the European Free Trade Association except Switzerland (i.e. Iceland, Norway and Liechtenstein)

EMS Environmental management system

Erste Group Erste Group Bank AG, Graben 21, 1010 Vienna, Austria

EU European Union

Euro, EUR The official currency of the Eurozone

Euroclear Euroclear Bank S.A./N.V., as operator of the Euroclear System

Eurozone The region comprising those member states of the EU that have adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on the EU (signed in Maastricht on February 7, 1992) and the Amsterdam Treaty of October 2, 1997, as further amended from time to time

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EU company Company qualifying under the EU Parent Subsidiary Directive

EU Parent Subsidiary Directive Council Directive 2011/96/EU as amended

Existing Shareholders The Company’s existing shareholders prior to the Offering

Existing Shares The Company’s 25,900,000 ordinary bearer shares

External sales A previous (production plant-based) segment’s sales to third parties

ex subscription rights Existing Shares traded without Subscription Rights

FC-BGA Flip-chip ball grid array

Finance costs (i) interest expense on borrowings; (ii) realized expense from derivative financial instruments, net; (iii) gains from the measurement of derivative financial instruments at fair value, net; (iv) foreign exchange losses, net; and (v) other finance costs

Finance income (i) interest income from financial assets at fair value and available-for-sale securities; (ii) other interest income; (iii) gains from the sale of cash-equivalents; (iv) realized gains from derivative financial instruments, net; (v) gains from the measurement of derivative financial instruments at fair value, net; (vi) gains from foreign exchange differences, net; and (vii) dividends from affiliates

Finance costs - net Finance income minus finance costs

Firm Orders The indication by the Principal Shareholders that they will (indirectly) subscribe for EUR 5 million (Androsch Privatstiftung) and EUR 15 million (Dörflinger Privatstiftung) in Offer Shares in the Offering

FMA The Austrian financial market authority (Finanzmarktaufsicht)

General and administrative costs Consist primarily of personnel expenses for administrative functions as well as scheduled depreciation and other operating expenses related

Global Offering The Austrian Offering and the International Institutional Offering

Gross profit Revenue minus cost of sales

Hard Underwriting The agreement with the Joint Lead Managers to purchase from the Company Offer Shares up to a total maximum volume of EUR 25 million if not all Rump Shares can be placed in the Global Offering

HDI High density interconnection

IASs International Accounting Standards

IFRS International Financial Reporting Standards, including IASs and interpretations published by the International Accounting

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Standards Board, as adopted by the EU

IC substrates Integrated circuit substrates

IMS Insulated metallic substrate

Income taxes Income taxes paid and owed by Group companies as well as provisions for deferred taxes of the Group

Intel Intel Corporation, 2200 Mission College Boulevard, RNB 4-151, Santa Clara, CA 95054, USA

Intel Capital Corporation Intel Capital Corporation, registered address c/o The Cooperation Trust Company, 1209 Orange St., Wilmington, Delaware, physical address 2200 Mission College Boulevard, RNB 4-151, Santa Clara, California, US 95054

Intercompany sales A previous (production plant-based) segment’s sales to the respective other segment

International Institutional Offering

Non-public offering outside of Austria and the United States of America to selected institutional investors in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions

Intersegment sales A current (customer industry-based) segment’s sales to any other segment

Inter-segment revenue The intercompany sales received by a previous (production plant-based) segment, equaling the share of such segment’s total revenue, which was effectively generated by the other segment

Joint Lead Managers Erste Group Bank AG, Graben 21, 1010 Vienna, Austria, and Joh. Berenberg, Gossler & Co. KG, Neuer Jungfernstieg 20, 20354 Hamburg, Germany

L-Rules Legal requirements pursuant to the CGC; these are statutory provisions of Austrian corporate law, securities law and capital markets law

Management The management of AT & S

Management Board The management board of the Company

microvias Micro-sized, laser-drilled holes

MTF Multilateral Trading Facility

NDRC The Chinese National Development Reform Committee

Net assets Total assets less total liabilities less capital attributable to non-controlling shareholders

Net debt Total financial liabilities less cash and cash equivalents as well as financial assets

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Net gearing Net debt divided by equity

Net Proceeds The gross proceeds from the sale of the Offer Shares less the commission of the Joint Lead Managers and other offering-related costs incurred by the Company

New Shares Up to 12,950,000 shares newly issued by the Company following a share capital increase in two tranches and being part of the Offering

Non-recurring items Exceptional, non-recurring circumstances which can consist of any cost components, such as impairments, personnel expenses or other obligations.

non-residents Individuals who do not have a domicile or habitual abode in Austria and legal entities who do not have their corporate seat or their place of management in Austria

NucleuS® An environmentally friendly single card manufacturing concept which allows material and energy savings with increased production panel utilization, panel design flexibility

OeKB Oesterreichische Kontrollbank Aktiengesellschaft

OEM Original equipment manufacturers’

Offered Treasury Shares 2,577,412 treasury shares held by the Issuer and being part of the Offering

Offering The Pre-placement, the Rights Offering and the Global Offering

offer of Offer Shares to the public Communication in any form and by any means of sufficient information on the terms of the offer and the Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe the Offer Shares

Offer Shares The New Shares and the Offered Treasury Shares

Official Gazette The official gazette section of Wiener Zeitung (Amtsblatt zur Wiener Zeitung)

Official Market The first tier market operated by the Vienna Stock Exchange; one of the three statutory markets according to the Stock Exchange Act, which is registered as “regulated market” pursuant to the Investment Services Directive

OTC Over the counter

Other operating result (i) income from the reversal of government grants; (ii) government grants for costs; (iii) expenses/income from foreign exchange differences; (iv) losses from the sale of non-current assets; (v) impairments of property, plant and equipment; (vi) start-up losses; and (vii) miscellaneous other income.

PCB Printed circuit board

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PMP Portable media players

Pre-placement The private placement prior to the start of the Subscription and Offer Period of up to 3,367,471 Offer Shares to selected institutional investors in Austria and outside of Austria in reliance on Regulation S under the U.S. Securities Act of 1933 and other applicable exemptions. The Pre-placement will take the form of a bookbuilding procedure and is expected to take place on September 17, 2013 and September 18, 2013

Primärinsider An insider, i.e. any person who has access to inside information either due to his position as a member of the administrative, managing or supervisory body of an issuer or due to his profession, occupation, responsibilities or shareholding

Principal Shareholders Androsch Privatstiftung and Dörflinger-Privatstiftung

Profit Profit before tax minus income taxes

Profit before tax Operating result and finance costs - net

Prospectus Directive Directive 2003/71/EC dated November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading

PTH Double sided plated-through

Regulation S Regulation S under the U.S. Securities Act

Relevant Persons Persons who (i) are outside the United Kingdom, or (ii) have professional experience in matters relating to investments, or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

residents Individuals with a domicile or their habitual abode in Austria and legal entities with their corporate seat or their place of management in Austria

Revenue The Group’s consolidated revenue

RFID Radio-frequency identification

Rights Offering The offer to Existing Shareholders to exercise their Subscription Rights

RMB The Chinese currency Renminbi

Rump Shares Offer Shares for which Subscription Rights are not exercised in the Rights Offering and which were not placed in the Pre-placement

R-Rules Recommendations pursuant to the CGC; these are voluntary and do not require explanation in the case of deviations

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R&D Research and development

Second Regulated Market The second tier market operated by the Vienna Stock Exchange; one of the three statutory markets according to the Stock Exchange Act, which is registered as “regulated market” pursuant to the Investment Services Directive

Securities Supervision Act The Austrian Securities Supervision Act 2007 (Wertpapieraufsichtsgesetz)

Segment revenue, net A segment’s total revenue minus inter-segment revenue equaling the revenue effectively generated by this segment

Segment sales A current (customer industry-based) segment’s sales to third parties

Sekundärinsider Any person who is not an insider, but has inside information which has been made available to him by an insider

SFA Securities and Futures Act of Singapore, Chapter 289

Shares The Existing Shares and the Offer Shares

SOP 2005 The Company’s stock option plan for the years 2005 to 2008

SOP 2009 The Company’s stock option plan for the years 2009 to 2012

SOPs The SOP 2005 and the SOP 2009

SOW Statement of work

Stabilization Period A period beginning on the day of the publication of the Subscription and Offer Price (expected on or aboutSeptember 18, 2013) and ending no later than on the thirtieth calendar day after the date of commencement of trading in the New Shares allocated in the Rights Offering and the Global Offering on the Vienna Stock Exchange

Stock Corporation Act The Austrian Stock Corporation Act (Aktiengesetz)

Stock Exchange Act The Austrian Stock Exchange Act 1989 (Börsegesetz)

Subscription Agent Erste Group Bank AG, Graben 21, 1010 Vienna, Austria

Subscription and Offer Period The period during which Existing Shareholders may exercise their Subscription Rights and the offer period during which investors in Austria and institutional investors outside Austria and the United States of America may submit formal bids for the purchase of Offer Shares in the Global Offering, which begins on September 19, 2013, and is expected to end on October 3, 2013

Subscription and Offer Price Will be determined on or about September 18, 2013, by the Company in consultation with the Joint Lead Managers, based on a bookbuilding procedure in connection with the Pre-placement

Subscription Right The right to subscribe for Offer Shares

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Supervisory Board The supervisory board of the Company

Takeover Act The Austrian Takeover Act (Übernahmegesetz)

Takeover Commission The Austrian Takeover Commission (Übernahmekommission) established in accordance with the Takeover Act

tax treaties double taxation treaties

TEUR Thousand Euro

TG Transition temperature

Total revenue A previous (production plant-based) segment’s external sales and intercompany sales

Unaudited Interim Consolidated Financial Statements

The unaudited consolidated financial statements of the Company as of and for the three months ended June 30, 2013, including comparable figures for 2012, in the English language (including the notes thereto)

Underwriting Agreement The underwriting agreement entered into by the Company and the Joint Lead Managers on September 17, 2013

Unregulated Third Market The third tier market operated by the Vienna Stock Exchange; one of the three statutory markets according to the Stock Exchange Act, which is organized and operated as a MTF

USD or US Dollar United States Dollar

U.S. Securities Act U.S. Securities Act of 1933, as amended

WHO World Health Organization

ZVEI Zentralverband der Elektrotechnik- und Elektronikindustrie e.V

D-1

STATEMENT PURSUANT TO COMMISSION REGULATION (EC) NO 809/2004 OF 29 APRIL 2004 AND PURSUANT TO SECTION 8 PARA 1 CAPITAL MARKETS ACT

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft with its corporate seat in Leoben-Hinterberg, Austria, is responsible for this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information.

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

as issuer (als Emittentin)

Leoben-Hinterberg, September 17, 2013

___________________________ Andreas Gerstenmayer

___________________________ Heinz Moitzi

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The following translation of the original summary is a separate document attached to the Prospectus. It does not form part of the Prospectus itself and has not been approved by the FMA. Further, the FMA did not review its consistency with the original summary.

Die folgende Übersetzung der Originalzusammenfassung ist ein separates Dokument und bildet einen Anhang zu diesem Prospekt. Sie ist selbst kein Teil dieses Prospekts und wurde nicht von der FMA gebilligt. Auch die Übereinstimmung mit der Originalzusammenfassung wurde nicht von der FMA geprüft.

GERMAN TRANSLATION OF THE SUMMARY

ZUSAMMENFASSUNG

Diese Zusammenfassung setzt sich aus als „Schlüsselinformationen“ bezeichneten Angaben zusammen. Diese Schlüsselinformationen sind in den Abschnitten A bis E (A.1 bis E.7) nummeriert.

Diese Zusammenfassung enthält all die geforderten Schlüsselinformationen, die in einer Zusammenfassung für diese Art von Wertpapieren und Emittenten einzubeziehen sind. Da gewisse Schlüsselinformationen nicht adressiert werden müssen, können Lücken in der Nummerierung der Schlüsselinformationen in dieser Zusammenfassung vorhanden sein.

Auch wenn grundsätzlich eine Schlüsselinformation aufgrund der Art der Wertpapiere und des Emittenten in der Zusammenfassung anzuführen wäre ist es möglich, dass hinsichtlich dieser Schlüsselinformationen keine relevanten Angaben gemacht werden können. In einem solchen Fall wird eine kurze Beschreibung der Schlüsselinformation mit dem Hinweis „entfällt“ aufgenommen.

Abschnitt A – Einleitung und Warnhinweise A.1 Warnhinweise........................ Die folgende Zusammenfassung sollte als Einleitung zum

Prospekt verstanden werden.

Anleger sollten sich bei jeder Entscheidung zur Anlage in die Aktien auf die Prüfung des gesamten Prospekts stützen.

Für den Fall, dass vor einem Gericht Ansprüche aufgrund der in diesem Prospekt enthaltenen Informationen geltend gemacht werden, könnte der als Kläger auftretende Anleger nach den nationalen Rechtsvorschriften des jeweiligen Mitgliedsstaats des Europäischen Wirtschaftsraums vor Prozessbeginn die Kosten für die Übersetzung des Prospekts zu tragen haben.

Zivilrechtlich haften nur diejenigen Personen, die die Verantwortung für die Zusammenfassung samt etwaiger Übersetzungen übernommen haben, und dies auch nur für den Fall, dass die Zusammenfassung, verglichen mit den anderen Teilen des Prospekts, irreführend, unrichtig oder inkohärent ist oder, verglichen mit den anderen Teilen des Prospekts, Schlüsselinformationen, die in Bezug auf Anlagen in die Aktien für die Anleger eine Entscheidungshilfe darstellen, vermissen lässt.

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A.2 Zustimmung der Gesellschaft zur Verwendung des Prospekts durch Finanzintermediäre......

Die Emittentin erteilt ihre ausdrückliche Zustimmung zur Verwendung dieses Prospekts für eine spätere Weiterveräußerung oder endgültige Platzierung von Aktien durch Finanzintermediäre, die gemäß Art 4 Ziffer 1 der Richtlinie 2006/48/EG des Europäischen Parlaments und des Rates vom 14. Juni 2006 idgF zum Handel mit Wertpapieren zugelassen sind, zwischen dem Bankarbeitstag, welcher der Billigung und Veröffentlichung des Prospekts folgt und dem 25. Oktober 2013. Während dieses Zeitraums können Finanzintermediäre spätere Weiterveräußerungen oder endgültige Platzierungen von Angebotsaktien vornehmen. Die Emittentin erklärt, die Haftung für den Inhalt des Prospekts auch hinsichtlich einer späteren Weiterveräußerung oder endgültigen Platzierung von Angebotsaktien durch Finanzintermediäre, denen die Zustimmung zur Prospektverwendung erteilt wurde, zu übernehmen. Darüber hinaus übernimmt die Emittentin keine Haftung. Die Zustimmung der Emittentin zur Verwendung dieses Prospekts ist an keine sonstigen Bedingungen gebunden.

Die Gesellschaft kann die Zustimmung jederzeit widerrufen oder einschränken, wobei ein Widerruf eines Nachtrags zum Prospekt bedarf.

Jeder Finanzintermediär, der den Prospekt verwendet, hat auf seiner Webseite anzugeben, dass er den Prospekt mit Zustimmung und gemäß den Bedingungen verwendet, an die die Zustimmung gebunden ist.

Im Falle eines Angebots durch einen Finanzintermediär wird dieser Informationen über die Bedingungen des Angebots zum Zeitpunkt der Vorlage des Angebots zur Verfügung zu stellen.

Abschnitt B – AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

B.1 Gesetzliche und kommerzielle Bezeichnung ...

Die gesetzliche Bezeichnung der Gesellschaft ist AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, ihre kommer-zielle Bezeichnung ist AT & S.

B.2 Sitz, Rechtsform, Recht, Land der Gründung ...............

Leoben-Hinterberg, Aktiengesellschaft, österreichisches Recht, Österreich.

B.3 Art der derzeitigen Ge-schäftstätigkeit und Haupt-tätigkeiten des Emittenten und Hauptmärkte auf denen der Emittent vertreten ist .......

AT & S ist derzeit gemessen am Umsatz der größte (Quelle: ZVEI Jahresstatistik Leiterplatten Europa 2012; April 2013) Leiter-plattenproduzent mit Hauptquartier in Europa, einer der größten Hersteller in Indien und einer der Marktführer in der High-End Leiterplatten Technologie. Leiterplatten dienen als „elektronisches Rückgrat“ von nahezu jedem elektronischen

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Gerät. Abhängig von technologischen und wirtschaftlichen Erfordernissen bietet AT & S eine weite Palette an speziell auf Kundenbedürfnisse zugeschnittene Leiterplatten an: Dies beinhaltet einseitige, doppelseitig durchkontaktierte, mehrlagige, lasergebohrte und High-Density-Interconnection Leiterplatten, In-sulated Metallic Substrate sowie flexible, semi-flexible und Rigid-Flex Leiterplatten. AT & S ist mit ihrem größten Werk in China insbesondere auf die Produktion von Leiterplatten im high-end HDI Segment spezialisiert.

Zum Datum dieses Prospekts hat AT & S sechs Werke, die jeweils auf verschiedene Technologien spezialisiert sind: Leoben-Hinterberg, Fehring und Klagenfurt in Österreich, Ansan in Südkorea, Nanjangud in Indien und Shanghai in China. Die Gruppe beabsichtigt, das Werk in Klagenfurt aufgrund sinkender Nachfrage nach einseitigen Leiterplatten mit Ende 2013 zu schließen.

Die österreichischen Werke sind auf den europäischen, und zunehmend auch den nordamerikanischen, Markt ausgerichtet. Kurze Produktionszeiten, spezielle Anwendungen und eine größere Gewichtung der Nähe des Lieferanten zum Kunden sind typisch für den europäischen Markt. Die Werke in Österreich, Indien und Südkorea konzentrieren sich für gewöhnlich auf kleinere und mittelgroße Losgrößen für Industrie- und Automobil-Kunden, während in China der Schwerpunkt auf großen Volumen für Mobilfunk-Kunden liegt. Aufgrund von Anstrengungen im Bereich Forschung und Entwicklung sind die Produktionswerke in Shanghai und Leoben-Hinterberg wichtige Innovationszentren der Gruppe.

B.4a Wichtigste jüngste Trends, die sich auf den Emittenten und die Branchen, in denen er tätig ist, auswirken ............

Der Leiterplattenmarkt ist ein zyklischer Markt, gekennzeichnet durch langfristige Zyklen. Als Ergebnis des wirtschaftlichen Abschwungs haben Industrieanalysten bei einem Gesamtvolumen von USD 41,2 Milliarden im Jahr 2009 von einem Rückgang des weltweiten Leiterplattenmarkts im Jahr 2009 um ungefähr 15% (verglichen zu 2008) berichtet. 2010 betrug das Gesamtvolumen des weltweiten Leiterplattenmarkts USD 52,5 Milliarden, ein Anstieg von 27,3% verglichen zu 2009. 2011 betrug das Gesamtvolumen des weltweiten Leiterplattenmarkts USD 55,4 Milliarden, ein Anstieg um 5,5%. 2012 hatte der weltweite PCB Markt ein Gesamtvolumen von USD 54,3 Millionen, einschließlich aller verschiedenen Arten der Leiterplatten-Produktion (Quelle: Prismark Partners LLC („Prismark“): The Printed Circuit Report – Fourth Quarter, Februar 2013).Gestützt auf unabhängige Marktanalysten glaubt das Management, dass die Leiterplattenindustrie über die nächsten fünf Jahre ein moderates Wachstumerwarten kann (siehe insbesondere Prismark, das eine durchschnittliche Marktwachstumsrate (compound annual growth rate) von 3,9% über die nächsten fünf Jahre vorhersagt; Quelle: Prismark: The Printed Circuit Report – Second Quarter, August 2013).

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Wie von der Emittentin (die „Emittentin“) im Jänner 2013 bekanntgegeben, hat die Gruppe entschieden, in ein weiteres Geschäftsfeld einzusteigen und ihr Portfolio um die Produktion von Integrated Circuit („IC“) Substraten zu erweitern. Die Gruppe hat sich entschieden, für die Produktion von IC Substraten ihr Werk in Chongqing, China, zu nutzen und ist zurzueit dabei, die notwendigen Anlagen und Ausstattungen in diesem Werk zu installieren. Die Gruppe erwartet Investitionen von rund EUR 350 Millionen in den nächsten drei Geschäftsjahren mit Schwerpunkt im laufenden und folgenden Geschäftsjahr, exklusive Entwicklungs- und Start-up Kosten, insbesondere für Personal und Material, die das Management im Bereich von 20 bis 25% der Gesamtinvestitionssumme annimmt. AT & S erwartet Umsätze in diesem Bereich ab dem Kalenderjahr 2016. AT & S ist derzeit dabei, das notwendige Know-How in diesem Bereich teilweise auf Basis von mit Intel Coporation („Intel“) im Jänner 2013 abgeschlossenen Verträgen aufzubauen.

Im Februar 2013 hat das chinesische National Development Reform Committee (“NDRC”) einen Erlass herausgegeben, wonach ein spezieller Prozess für die Goldbeschichtung mit Zyanid, der in den Produktionsprozessen der Gruppe gut etabliert ist, ab 1. Jänner 2015 verboten werden soll. Das NDRC schlägt als Alternative den Prozess eines chinesischen Monopolisten vor. Alternativ könnte die Gruppe auch neue Prozesse entwickeln, die jedoch noch nicht verfügbar sind und zu einem erheblichen Anstieg der Produktionskosten führen können.

B.5 Beschreibung der Gruppe und der Stellung des Emit-tenten innerhalb dieser Gruppe ..................................

Die Gesellschaft ist die Holding-Gesellschaft der Gruppe. Die Gruppe besteht aus der Gesellschaft und Tochtergesellschaften, die alle vollkonsolidiert sind. Die Gesellschaft betrachtet die folgenden Gesellschaften als ihre wesentlichen Tochter-gesellschaften:

• AT & S Asia Pacific Ltd.

• AT & S (China) Company Ltd.

• AT & S (Chongqing) Company Ltd.

B.6 Aktionäre, die direkt oder indirekt eine meldepflich-tige Beteiligung am Kapital oder den Stimmrechten des Emittenten haben...................

Unterschiedliche Stimmrechte ..........................

Direkte oder indirekte Beteiligung am oder Beherrschung des

Die Androsch Privatstiftung hält 21,51% der Aktien der Gesellschaft, die Dörflinger-Privatstiftung 17,74% und die Gesellschaft selbst 9,95% (eigene Aktien). 50,80% sind Streubesitz.

Entfällt. Es gibt keine unterschiedlichen Stimmrechte.

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Emittenten, Art der Beherrschung.........................

Die Hauptaktionäre der Gesellschaft, Androsch Privatstiftung und Dörflinger-Privatstiftung (zusammen die “Hauptaktionäre”), könnten in der Lage sein, wesentlichen Einfluss auf Angelegenheiten, welche der Zustimmung der Aktionäre unterliegen, zu nehmen.

B.7 Ausgewählte wesentliche historische Finanzinfor-mationen über den Emit-tenten, die für jedes Ge-schäftsjahr des von den his-torischen Finanzinfor-mationen abgedeckten Zeit-raums vorgelegt werden ........

Die nachstehenden Finanzinformationen, die sich auf die am 31. März 2013, 2012 und 2011 endenden Geschäftsjahre beziehen, wurden den geprüften, jährlichen Konzernabschlüssen der Gesellschaft zum und für die Geschäftsjahre endend zum 31. März 2013, 2012 und 2011 in der englischen Sprache (samt dem Anhang dazu, die „Geprüften Jährlichen Konzernabschlüsse“) und die nachstehenden Finanzinformationen, die sich auf die drei Monate endend am 30. Juni 2013 und 2012 beziehen wurden dem ungeprüften Konzernzwischenabschluss der Gesellschaft zum und für die drei Monate endend zum 30. Juni 2013 in der englischen Sprache (samt dem Anhang dazu, der „Ungeprüfte Konzernzwischenabschluss“, und gemeinsam mit den Geprüften Jährlichen Konzernabschlüssen, die „Konzernabschlüsse“) entnommen.

Finanzinformationen, die in den folgenden Tabellen als „geprüft“ bezeichnet werden, wurden den Geprüften Jährlichen Konzerabschlüssen entnommen. Finanzinformationen, die in den folgenden Tabellen als „ungeprüft“ bezeichnet werden, wurden nicht den Geprüften Jährlichen Konzernabschlüssen entnommen.

Die nachfolgenden Zahlenangaben wurden nach etablierten kaufmännischen Grundsätzen gerundet. Additionen der Zahlenangaben in einer Tabelle können daher zu anderen als den ebenfalls in der Tabelle dargestellten Summen führen.

Drei Monate ended am 30. Juni

Geschäftsjahr endend am 31. März

2013 2012 2013 2012 2011 (in EUR Millionen) (ungeprüft) (geprüft) Konzern-Gewinn- und Verlustrechnung Umsatzerlöse........................................................................ 142,5 126,0 541,7 514,2 487,9Herstellungskosten............................................................... (115,8) (110,6) (464,8) (430,7) (398,2)Bruttogewinn ...................................................................... 26,8 15,4 76,9 83,5 89,8Vertriebskosten .................................................................... (7,4) (6,8) (28,2) (25,6) (24,9)Allgemeine Verwaltungskosten........................................... (5,2) (4,7) (19,1) (21,6) (22,0)Sonstiges betriebliches Ergebnis ......................................... (0,8) (0,2) 1,3 5,9 6,3Nicht wiederkehrende Posten .............................................. (3,0) - - - (2,7)Betriebsergebnis................................................................. 10,4 3,7 30,9 42,1 46,5Finanzierungserträge............................................................ 0,0 0,2 0,5 2,7 6,3Finanzierungsaufwendungen............................................... (3,4) (3,9) (15,4) (12,6) (9,5)Finanzergebnis ................................................................... (3,3) (3,7) (14,8) (9,9) (3,2)Ergebnis vor Steuern......................................................... 7,1 0,0 16,1 32,3 43,3Ertragsteuern........................................................................ (0,5) 0,5 (2,0) (5,7) (8,3)Konzernjahresergebnis ..................................................... 6,6 0,5 14,1 26,5 35,0 davon den Eigentümern des Mutterunternehmens zuzurechnen .........................................................................

6,6 0,5 14,1 26,6 35,2

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davon den nicht beherrschenden Anteilen zuzurechnen ..... 0,0 (0,0) 0,0 (0,0) (0,1) Konzern-Geldflussrechnung 27,5 6,1 71,7 87,2 70,7Nettomittelzufluss aus laufender Geschäftstätigkeit ........... (11,0) (9,2) (40,5) (113,6) (116,7)Nettomittelabfluss aus Investitionstätigkeit ........................ 2,0 47,2 17,9 50,9 40,0Nettomittelzufluss aus Finanzierungstätigkeit .................... 18,5 44,1 49,1 24,5 (9,0)Nettozunahme/(-abnahme) von Zahlungsmitteln und Zahlungsmitteläquivalenten.................................................

98,4 74,8 80,2 29,7 4,2

Zum 30. Juni Zum 31. März 2013 2013 2012 2011 (in EUR Millionen) (ungeprüft) (geprüft) Konzernbilanz Langfristige Vermögenswerte ........................................................................ 463,6 471,3 483,1 403,6Kurzfristige Vermögenswerte......................................................................... 279,1 255,9 211,5 171,7 Zum 30. Juni Zum 31. März 2013 2013 2012 2011 (in EUR Millionen) (ungeprüft) (geprüft) Summe Vermögenswerte................................................................................ 742,7 727,2 694,7 575,3Eigenkapital .................................................................................................... 306,7 312,5 283,1 229,8Langfristige Schulden..................................................................................... 211,6 204,6 223,4 126,1Kurzfristige Schulden ..................................................................................... 224,4 210,1 188,2 219,4Summe Schulden ............................................................................................ 436,0 414,7 411,5 345,5Summe Eigenkapital und Schulden................................................................ 742,7 727,2 694,7 575,3

Drei Monate endend am 30.

Juni Geschäftsjahr endend am 31. März

2013 2012 2013 2012 2011 (in EUR Millionen, sofern nicht anders angegeben) (ungeprüft) (geprüft, sofern nicht anders angegeben) Sonstige Finanzkennzahlen EBIT (entspricht dem Betriebsergebnis) ............................. 10,4 3,7 30,9 42,1 46,5EBIT Marge (ungeprüft)(1)................................................... 7,3% 2,9% 5,7% 8,2% 9,5%EBITDA (ungeprüft)(2) ........................................................ 28,1 21,0 101,9 103,4 96,0EBITDA Marge (ungeprüft)(3) ............................................. 19,7% 16,7% 18,8% 20,1% 19,7%Investitionen......................................................................... 10,9 9,3 40,5 113,1 115,2Ergebnis je Aktie (ungeprüft, in EUR)(4)............................. 0,28 0,02 0,60 1,14 1,51Eigenkapitalrendite (ROE) (ungeprüft)(5) ............................ 11,6% 0,7% 4,7% 10,3% 16,0%ROCE (ungeprüft)(6)............................................................. 9,5% 3,1% 5,5% 7,7% 9,8%ROS (ungeprüft)(7) ............................................................... 4,6% 0,4% 2,6% 5,2% 7,2%

Zum 30. Juni Zum 31. März 2013 2013 2012 2011

(ungeprüft, in EUR Millionen, sofern nicht anders angegeben) Nettoverschuldung(8) ....................................................................................... 199,3 217,4 242,5 193,7Nettoverschuldungsgrad(9) .............................................................................. 65,0% 69,6% 85,7% 84,3%Eigenmittelquote(10)......................................................................................... 41,3% 43,0% 40,8% 39,9%

(1) Berechnet als Betriebsergebnis in Prozent vom Umsatz. (2) Berechnet als Betriebsergebnis vor Abschreibungen und Amortisationen. (3) Berechnet als EBITDA in Prozent vom Umsatz. (4) Berechnet als den Aktionären des Mutterunternehmens für das Jahr zurechenbarer Gewinn durch die Anzahl an

ausstehenden Aktien. (5) Berechnet als den Aktionären des Mutterunternehmens für das Jahr zurechenbarer Gewinn durch das durchschnitt-

liche den Aktionären des Mutterunternehmens zurechenbare Eigenkapital. (6) Berechnet als EBIT abzüglich Ertragssteuer durch die Summe aus Nettoverschuldung und den Aktionären des

Mutterunternehmens zurechenbarem Eigenkapital. (7) Berechnet als Gewinn für das Jahr in Prozent vom Umsatz. (8) Berechnet als finanzielle Verbindlichkeiten abzüglich Zahlungsmittel und -äquivalente und finanzielle

Vermögenswerte. (9) Berechnet als Nettoverschuldung durch Eigenkapital. (10) Berechnet als Eigenkapital durch die Summe der Vermögenswerte.

(Quelle: konsolidierte Jahresabschlüsse und interne Daten.)

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Wesentliche Änderungen ...... Entfällt. Es gab keine wesentlichen negativen Veränderungen in der Finanzlage und Handelsposition der Gruppe seit 31. März 2013.

B.8 Ausgewählte Pro-forma Finanzangaben.......................

Entfällt. Die Aufnahme von Pro-forma Finanzangaben ist nicht erforderlich.

B.9 Gewinnprognosen und -schätzungen ...........................

Entfällt. Es werden keine Gewinnprognosen oder Schätzungen abgegeben.

B.10 Art etwaiger Einschrän-kungen der Bestätigungs-vermerke zu den histo-rischen Finanzinformatio-nen .........................................

Entfällt. Es bestehen keine Einschränkungen.

B.11 Unzulänglichkeit des Ge-schäftskapitals des Emit-tenten, um den bestehenden Anforderungen zu genügen ...

Entfällt. Das Geschäftskapital der Emittentin ist ausreichend.

Abschnitt C – Wertpapiere C.1 Art und Gattung der ange-

botenen und/oder zum Handel zuzulassenden Wertpapiere, Wertpapier-kennnummer..........................

Inhaberstückaktien.

Die ISIN für Bestehende Aktien und für Neue Aktien (wie jeweils unten definiert) ist AT0000969985, die ISIN für die den bestehenden Aktionären der Emittentin (den „Bestehenden Aktionären“) eingeräumten Bezugsrechte (die „Bezugsrechte“) ist AT0000A120R2.

C.2 Währung der Wertpapier-emission.................................

Euro.

C.3 Zahl der ausgegebenen und voll eingezahlten Aktien und der ausgegebenen, aber nicht voll eingezahlten Aktien, Nennwert pro Aktie ..

Das Grundkapital besteht vor der Emission aus 25.900.000 Inhaberstückaktien, die zur Gänze eingezahlt sind und einen errechneten Nennbetrag von EUR 1,10 pro Aktie haben (die „Bestehenden Aktien“).

C.4 Mit den Wertpapieren verbundene Rechte ................

Die Aktien, die Gegenstand dieses Angebots sind (die „Angebotsaktien“), sind ab dem Geschäftsjahr endend am 31. März 2014 (einschließlich) voll dividendenberechtigt. Jede Aktie berechtigt ihren Inhaber zu einer Stimme in der Hauptversammlung der Gesellschaft und zu anderen Rechten von Aktionären gemäß dem österreichischen Aktiengesetz (z.B. dem

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Informationsrecht in der Hauptversammlung, dem Widerspruchs- und Anfechtungsrecht von Hauptversammlungsbeschlüssen etc.). Außerdem haben die Aktionäre ein gesetzliches Bezugsrecht. Es bestehen keine Einschränkungen der Stimmrechte.

C.5 Beschränkungen der freien Übertragbarkeit der Wert-papiere ...................................

Entfällt. Es bestehen keine Einschränkungen der freien Übertragbarkeit der Aktien (wie unten definiert) und der Bezugsrechte.

C.6 Antrag auf Zulassung zum Handel an einem geregelten Markt, Nennung der geregelten Märkte, auf denen die Wertpapiere gehandelt werden sollen ........

Es wird ein Antrag auf Börsezulassung von bis zu 12.950.000 neuen Aktien der Gesellschaft, die Teil des Angebots sind (die „Neuen Aktien“, und gemeinsam mit den Bestehenden Aktien, die „Aktien“) zum Amtlichen Handel der Wiener Börse, zu dem die Bestehenden Aktien bereits zugelassen sind, gestellt.

C.7 Dividendenpolitik.................. Aufgrund der von der Gesellschaft geplanten beträchtlichen Investitionen beabsichtigt der Vorstand, erhebliche Teile des Gewinns zu reinvestieren und daher während der Phase solcher beträchtlicher Investitionen eine moderate Dividendenpolitik beizubehalten.

Abschnitt D – Risiken D.1 Wesentliche Risiken, die

dem Emittenten und seiner Branche eigen sind ................

Risiken in Bezug auf die Geschäftstätigkeit und die Branche der Gruppe

• Die derzeitig Strategie der Gruppe in Bezug auf den Einstieg in den IC Substrate Markt hängt in großem Umfang von der Fähigkeit der Gruppe, diesen Markteinstieg durchzuführen und vom Aufrechterhalten einer fortlaufenden Beziehung mit Intel ab. Der Versuch der Gruppe, in den IC Substrate Markt einzusteigen, könnte nur teilweise oder überhaupt nicht wirtschaftlich durchführbar sein.

• Das Verbot spezieller Prozesse oder Materialien, welche die Gruppe für ihre Produktion benötigt, wie etwa das Verbot von Goldbeschichtungen in China, könnten zu einem erheblichen Anstieg der Produktionskosten führen.

• Die operative und finanzielle Flexibilität der Gruppe ist aufgrund von einschränkenden Klauseln in bestimmten Finanzierungsinstrumenten und der bestehenden Verschul-dung der Gruppe eingeschränkt.

• Die Gruppe ist von einer kleinen Anzahl an wichtigen Kunden abhängig. Der Verlust eines oder die Reduktion von Geschäftstätigkeit mit einem dieser wesentlichen Kunden könnte einen wesentlichen negativen Einfluss auf die Gruppe

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haben, insbesondere aufgrund des großen Fixkostenanteils der Gruppe.

• Die Gruppe entwickelt Produkte in Einklang mit den Spezifikationen und in einigen Fällen sogar auf Basis geistigen Eigentums von Kunden, erhält aber keine langfristigen Abnahmezusagen von ihren Kunden. Stornierungen oder Reduktionen der Produktionsmengen und Verzögerungen in der Produktion bei solchen Kunden könnten das Geschäft der Gruppe wesentlich beeinträchtigen. Außerdem verlangen die größeren Kunden der Gruppe zunehmend den Abschluss von Lieferverträgen mit ihnen, die einschränkende Geschäftsbedingungen beinhalten, verlangen von der Gruppe die Zahlung bedeutender Gebühren für diverse von Kunden bereitgestellte Rechte und Leistungen oder verlangen unter bestimmten Umständen die Offenlegung von Informationen an Dritte.

• Wenn die Gruppe vertrauliche Informationen, die sie von Kunden erhalten hat, nicht schützen kann, wie etwa Informationen über zukünftige Produkteinführungen, oder wenn von Kunden erhaltenes Eigentum beschädigt oder gestohlen wird, könnte die Gruppe erheblichen Vertragsstrafen ausgesetzt sein und schließlich den betroffenen Kunden verlieren.

• Die Gruppe ist dem Kreditrisiko ihrer Kunden und Lieferanten ausgesetzt. Insbesondere könnte die Gruppe als Ergebnis von verspäteten Zahlungen und Zahlungsausfällen ihrer Vertragspartner Verluste erleiden.

• Die Gruppe könnte von Konsolidierungen unter ihren Kunden betroffen sein.

• Ein großer Teil der Tätigkeiten der Gruppe ist in Asien, insbesondere China, angesiedelt, was die Gruppe politischen, rechtlichen, steuerlichen und geschäftlichen Risiken aussetzt, wie etwa rechtlicher Unsicherheit, staatlichen Eingriffen, Handelsbeschränkungen und politischen Unruhen, und auch Risiken in Bezug auf potentielle Engpässe von Versorgungsleistungen oder wesentliche Anstiege der Lohnkosten birgt.

• Die Gruppe ist in Verbindung mit ihrer Wachstumsstrategie zur Ausweitung ihres HDI-Geschäfts in andere Märkte Risiken ausgesetzt.

• Die Gruppe ist von der allgemeinen wirtschaftlichen Entwicklung abhängig. Wirtschaftliche Zyklen und Fluktuationen der Produktnachfrage in der Industrie für mobile Endgeräte, insbesondere im Smartphones-Segment, dem Automobilsektor und allgemein in der Industrie könnten die Gruppe beeinträchtigen.

• Der Markt für Leiterplatten und IC Substrate könnte sich nicht wie von Marktstudien vorhergesagt entwickeln.

G-10

• Die Unsicherheit über den Stand der globalen Finanz- und Wirtschaftskrise, den globalen Kreditmarkt und die gesamte wirtschaftliche Stagnation könnten die Gruppe negativ beeinträchtigen.

• Die Gruppe könnte nicht in der Lage sein, ihren Kunden High-End Technologie, passende Qualitätsprodukte und ansprechende Services zu bieten oder könnte nicht in der Lage sein, ihre Produkte zeitgerecht an ihre Kunden zu liefern. Die Gruppe könnte es auch nicht schaffen, ausreichendes und geeignetes Personal für ihre qualitativ hochwertige Produktion anzuwerben.

• Aufgrund der langen Produktzyklen in den Segmenten Automobil, Medizin und Gesundheit könnte das Geschäft der Gruppe in diesen Märkten langfristig ernsthaft geschädigt werden, falls die Gruppe die strengen Qualitätsstandards ihrer Kunden nicht einhält.

• Die Produkte der Gruppe oder ihrer Kunden könnten wesentlichen Produktmängeln oder Sicherheitsbedenken ausgesetzt sein.

• Die Produkte der Gruppe und ihre Verkaufsbedingungen unterliegen vielfältigem Druck von Kunden der Gruppe, Mitbewerbern und Marktkräften.

• Die Gruppe könnte nicht in der Lage sein, gestiegene Rohmaterialkosten weiterzugeben.

• Die Gruppe könnte nicht in der Lage sein, gestiegene Kosten für Energie und Heizöl weiterzugeben.

• Die Gruppe ist intensivem Wettbewerb ausgesetzt und könnte Verluste im Verkauf, an Marktanteilen oder Margen erleiden, insbesondere wenn die Gruppe nicht in der Lage ist, ihre derzeitige Wettbewerbsposition in ihren Märkten, die hoch-technologische Fertigungsdienstleistungen in Anspruch nehmen, zu erhalten. Erhöhte Qualität in Asien und anderen nichtösterreichischen Ländern, in denen die Produktions-kosten niedriger sind, könnten dazu führen, dass insbesondere die Tätigkeiten der Gruppe in Österreich weniger wettbewerbsfähig werden.

• Die Gruppe muss, um konkurrenzfähig zu bleiben, wesentliche Investitionen tätigen um neue Technologien zu entwickeln und zu übernehmen und neue Produkte und Produkteigenschaften herzustellen, und sie könnte nicht in der Lage sein, dies erfolgreich zu tun. Unerkannte oder fehlerhaft vorhergesehene technologische Entwicklungen, Verlagerungen der Nachfrage für die Produkte der Gruppe oder fallende Preise könnten die Einkünfte der Gruppe negativ beeinträchtigen.

• Das Scheitern beim Managen der technologischen und

G-11

Produktentwicklung der Gruppe könnte die Betriebsführung, finanzielle und administrative Ressourcen belasten.

• Die Gruppe hat für ihre chinesischen Werke Landnutzungsrechte von der chinesischen Regierung erworben. Die österreichischen Werke sind geleast. Wenn die Gruppe nicht in der Lage ist, chinesische Landnutzungsrechte oder das Leasing bestimmter Werke zu erneuern, oder wenn Landnutzungsrechte oder Leasingverträge gekündigt werden, könnte die Produktionstätigkeit der Gruppe unterbrochen werden.

• Die Produktionsstätten der Gruppe könnten Feuer, Naturkatastrophen, kriegerischen Akten, Terrorattacken oder sonstigen Ereignissen ausgesetzt sein.

• Das Geschäft der Gruppe könnte leiden, wenn einer von ihren leitenden Angestellten das Beschäftigungsverhältnis mit der Gruppe beendet oder die Gruppe nicht in der Lage ist, hochqualifizierte Ingenieure oder Verkäufer zu rekrutieren und zu behalten.

• Die Produktionsprozesse der Gruppe hängen von der kollektiven Industrieerfahrung ihrer Mitarbeiter ab.

• Aufgrund von menschlichem Versagen und Systemfehlern oder externen Ereignissen könnte die Gruppe Verluste von Vermögensgegenständen oder Betriebsunterbrechungen erleiden.

• Diebstahl oder Betrug durch Mitarbeiter könnten zu Verlusten führen.

• Die Gruppe ist von ununterbrochenem und zugangsgeschütztem Betrieb ihrer Computer und IT-Systeme und von passender, vollständiger und aktueller Finanzberichterstattung abhängig.

• Die Gruppe könnte bei potentiellen Akquisitionen Integrations- oder sonstige Probleme erfahren.

• Die Gruppe ist von wesentlichen Lieferanten abhängig.

• Die Gruppe könnte in der Zukunft zusätzliches Kapital brauchen, um Investitionen in ihre Geschäftstätigkeit zu finanzieren, Verschuldung zu refinanzieren und ihr Geschäft zu erhalten, und solches zusätzliche Kapital könnte nicht oder nicht zu akzeptablen Bedingungen verfügbar sein. Zusätzlich ist die Gruppe Zinsrisiken ausgesetzt.

• Die Gruppe ist Wechselkursrisiken ausgesetzt.

• Die Geschäftstätigkeit der Gruppe erfordert erhebliche Kapitalinvestitionen und setzt die Gruppe daher allgemeinen Investitionsrisiken aus.

G-12

Rechtliche und regulatorische Risiken

• Technische Defekte und Mängel in der Qualität sowie Schwierigkeiten bei der Lieferung von Produkten könnten die Gruppe Gewährleistungs- und Schadenersatzansprüchen sowie Vertragsstrafen aussetzen und zu Rückrufaktionen und dem Verlust des Kundenstamms führen.

• Die Produkte der Gruppe könnten umfangreichen Produkthaftungsklagen ausgesetzt sein, insbesondere in den Segmenten Automobil, Luftfahrt, Medizin und Gesundheit.

• Die Gruppe könnte Patente oder sonstiges geistiges Eigentum verletzen. Die Gruppe könnte auch Rechtsstreitigkeiten über geistiges Eigentum in Zusammenhang mit der Geschäftstätigkeit der Gruppe ausgesetzt sein. Dies könnte teuer zu verteidigen sein und könnte die Gruppe davon abhalten, in Streit stehende Technologie zu nutzen oder zu verkaufen.

• Wenn es die Gruppe verabsäumt, geistiges Eigentum zu sichern oder zu schützen, könnten Mitbewerber in der Lage sein, ihre Technologien zu nutzen, was die Wettbewerbsposition schwächen und das Geschäft der Gruppe schädigen könnte.

• Die Gruppe ist rechtlichen und steuerlichen Risiken ausgesetzt, einschließlich des Risikos von Rechtsstreitig-keiten.

• Umweltvorschriften, regulatorische Anforderungen und die Haftung für Umweltschäden könnten erhebliche Kosten verursachen.

• Das interne Controlling der Gruppe und Compliance-Prozesse könnten nicht angemessen sein, um vor Rechtsverletzungen zu schützen oder solche zu identifizieren.

• Die Gruppe könnte keinen ausreichenden Versicherungs-schutz für bestimmte Risiken und Haftungen haben, die sie in Zusammenhang mit ihren Produkten und Leistungen, die sie an Kunden erbringt, übernimmt, was die Gruppe für bestimmte Kosten und Schäden, die ihren Kunden entstehen, verantwortlich bleiben lässt.

D.3 Wesentliche Risiken, die den Wertpapieren eigen sind ........................................

• Die Hauptaktionäre der Emittentin könnten erheblichen

Einfluss auf die Emittentin ausüben und deren Interessen könnten den Interessen anderer Aktionäre entgegenlaufen.

• Wenn der Übernahmevertrag vor der Eintragung der beiden

Tranchen der Kapitalerhöhung im Firmenbuch gekündigt wird, werden die Angebotsaktien nicht oder nicht zur Gänze geliefert und Investoren, die Leerverkäufe durchgeführt

G-13

haben, werden nicht in der Lage sein, ihren Verpflichtungen nachzukommen.

• Das Handelsvolumen der Bestehenden Aktien war in der

Vergangenheit niedrig und es kann nicht zugesichert werden, dass nach dem Angebot ein liquider Markt für die Aktien existieren wird.

• Der Marktpreis der Aktien ist volatil und kann durch

zukünftige Verkäufe von Aktien am öffentlichen Markt negativ beeinflusst werden.

• Aktionäre sind dem Risiko ausgesetzt, dass die Emittentin

keine Dividendenzahlungen tätigt. • Die Beteiligung von Aktionären könnte verwässert werden,

wenn die Emittentin in Zukunft weitere Aktien emittiert. • Der Preis, zu dem Investoren in der Lag sein werden,

Angebotsaktien zu zeichnen oder zu kaufen könnte höher sein als der Preis, zu dem sie Aktien am Markt hätten kaufen können.

• Rechte von Aktionären an einer österreichischen Gesellschaft

können sich von Rechten von Aktionären an Gesellschaften, die unter anderen Rechtsordnungen gegründet wurden, unterscheiden.

• Nicht ausgeübte Bezugsrechte verfallen ohne Entschädigung

und die Beteiligungen von Aktionären, die sich dazu entschieden haben, nicht am Angebot teilzunehmen, werden verwässert. Investoren, die Bezugsrechte kaufen, verlieren den Kaufpreis für solche Bezugsrechte, wenn das Bezugsangebot beendet wird. Internationale Investoren könnten eine Verwässerung erleiden, wenn sie nicht in der Lage sind, am Angebot oder künftigen Kapitalerhöhungen teilzunehmen.

• Schwankungen von Wechselkursen könnten Einfluss auf den

Wert von Aktien und Dividenden für Investoren außerhalb der Eurozone haben.

• Im Falle einer Insolvenz der Gesellschaft könnten ihre

Aktionäre einen Totalverlust des Werts ihrer Aktien erleiden.

• Eine Aussetzung des Handels der Aktien an der Wiener Börse könnte den Aktienkurs negativ beeinträchtigen.

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Abschnitt E – Angebot E.1 Gesamtnettoerlöse und ge-

schätzte Gesamtkosten des Angebots, einschließlich der geschätzten Kosten, die dem Anleger vom Emit-tenten oder Anbieter in Rechnung gestellt werden .....

Basierend auf dem Schlusskurs für die Aktien am 16. September 2013 von EUR 7,99 und unter der Annahme dass die Maximalzahl von 15.527.412 Angebotsaktien im Angebot verkauft wird, würden die Bruttoerlöse aus dem Verkauf von 15.527.412 Angebotsaktien ungefähr EUR 124,1 Millionen betragen. Die Gesellschaft schätzt, dass ihre Gesamtkosten (inklusive der an die Joint Lead Manager zu zahlenden Gebühr und anderer angebotsbezogener Kosten, die der Gesellschaft entstehen) ungefähr EUR 5,7 Million betragen werden und die Nettoerlöse würden daher ungefähr EUR 118,4 Millionen betragen.

Weder die Gesellschaft, noch die Joint Lead Manager werden Investoren Kosten verrechnen. Vom depotführenden Finanz-institut des Investors könnten jedoch übliche Bankspesen verrechnet werden.

E.2a Gründe für das Angebot, Zweckbestimmung der Er-löse, geschätzte Nettoerlöse ..

Die Gesellschaft macht das Angebot und beabsichtigt, den Nettoerlös (der basierend auf dem Schlusskurs für die Aktien am 16. September 2013 von EUR 7,99 ungefähr EUR 118,4 Millionen betragen würde, wenn alle Angebotsaktien verkauft werden) für die Finanzierung der geplanten Expansion, das heißt die Erweiterung ihres Geschäfts um die Aufnahme der Produktion von IC Substraten, zur Verstärkung der finanziellen Flexibilität der Gruppe und für allgemeine Unternehmenszwecke zu verwenden.

E.3 Beschreibung der Angebotskonditionen ............

Das Angebot umfasst bis zu 15.527.412 Angebotsaktien, bestehend aus bis zu 12.950.000 Neuen Aktien und bis zu 2.577.412 eigenen Aktien (die „Angebotenen Eigenen Aktien“). Alle Angebotsaktien sind ordentliche Inhaberstückaktien, wobei jede einen berechneten Nennwert von EUR 1,10 des Grundkapitals hat und Stimmrechte sowie eine volle Dividendenberechtigung vom Geschäftsjahr endend am 31. März 2014 an (einschließlich) gewährt.

Angebot ................................. Das Angebot besteht aus einem Pre-placement (wie unten definiert), einem Bezugsangebot der Angebotsaktien an die Bestehenden Aktionäre (das „Bezugsangebot“) und einem globalen Angebot jener Angebotsaktien, für die das Bezugsrecht nicht ausgeübt und die nicht im Pre-placement (wie unten definiert) platziert wurden (das „Globale Angebot“ und gemeinsam mit dem Bezugsangebot und dem Pre-placement (wie unten definiert), das „Angebot“). Das Bezugsverhältnis beträgt für 3 Bestehenden Aktien 2 Angebotsaktien. Das Globale Angebot umfasst: (i) ein öffentliches Angebot an Kleinanleger in

G-15

Österreich und (ii) ein nicht-öffentliches Angebot außerhalb von Österreich und den Vereinigten Staaten von Amerika an ausgewählte institutionelle Investoren unter Berufung auf Regulation S des U.S. Securities Act und anderer anwendbarer Ausnahmebestimmungen.

Pre-placement........................ Bis zu 3.367.471 Angebotsaktien werden zunächst in Privatplatzierungen ausgewählten institutionellen Investoren in Österreich und außerhalb Österreichs unter Berufung auf Regulation S des U.S. Securities Act of 1933 und anderer anwendbarer Ausnahmen angeboten werden (das „Pre-placement“). Auf die entsprechenden Bezugsrechte haben die Hauptaktionäre verzichtet. Das Pre-placement wird die Form eines Bookbuilding-Verfahrens haben und wird voraussichtlich am 17. September 2013 und am 18. September 2013 stattfinden.

AT & S wurde informiert, dass die Intel Capital Corporation (eine Tochtergesellschaft der Intel Corporation) beab-sichtigt, ein Angebot zum Kauf von bis zu EUR 5 Millionen in Neuen Aktien zu platzieren, die im Pre-Placement vor dem Bezugsangebot zur Verfügung gestellt werden sollen, obgleich keine Garantie besteht, dass sie als Ergebnis ihres Angebots Aktien erhalten wird.

Bezugs- und Angebotspreis... Der maximale Bezugs- und Angebotspreis ist EUR 9,50. Der Bezugs- und Angebotspreis wird von der Gesellschaft in Beratung mit Joh. Berenberg, Gossler & Co. KG und Erste Group Bank AG (die „Joint Lead Manager”) auf Basis des Ergebnisses eines Bookbuilding-Verfahrens im Verlauf des Pre-placements festgelegt und wird voraussichtlich am oder um den 19. September 2013, auch im Wege einer Ad-hoc Mitteilung über elektronische Medien und kurz darauf mittels Einschaltung im Amtsblatt der Wiener Zeitung veröffentlicht sowie gemäß Kapitalmarktgesetz bei der FMA hinterlegt (der „Bezugs- und Angebotspreis”). Der Bezugs- und Angebotspreis ist im Pre-placement, im Bezugsangebot und im Gobalen Angebot gleich.

Bezugs- und Angebotsfrist .... Die Frist, während der Aktionäre der Gesellschaft ihr Bezugsrecht ausüben können und während der Investoren ein Angebot zum Kauf von Angebotsaktien im Globalen Angebot machen können beginnt am 19. September 2013 und wird voraussichtlich am 3. Oktober 2013 enden (die „Bezugs- und Angebotsfrist“), und kann jederzeit verlängert oder beendet werden. Das Angebot kann jederzeit im alleinigen Ermessen der Gesellschaft und der Joint Lead Manager beendet, ausgesetzt oder verlängert und die Bezugs- und Angebotsfrist verlängert oder beendet werden. Bis zum Ende der Bezugs- und Angebotsfrist nicht ausgeübte Bezugsrechte erlöschen ohne Wert.

Bezugsstelle und Ausübung des Bezugsrechts ...................

Die Erste Group Bank AG wird als Bezugsstelle für das Bezugsangebot auftreten. Inhaber von Bezugsrechten, die über eine Debotbank gehalten werden, die Mitglied der Oesterreichische Kontrollbank AG („OeKB“) ist bzw an Euroclear Bank S.A. (“Euroclear”) oder Clearstream Banking AG (“Clearstream”) teilnimmt, haben ihre Bezugsrechte über

G-16

Anweisung dieser Bank oder dieses Finanzinstituts, für sie An-gebotsaktien zu zeichnen, auszuüben.

Lieferung und Abwicklung der angebotenen Wert-papiere ...................................

Die Angebotenen Eigenen Aktien sind und die Neuen Aktien werden durch eine veränderbare Sammelurkunde, hinterlegt bei der OeKB, verbrieft. Die Angebotsaktien werden in Form von Miteigentumsanteilen oder Miteigentumsrechten an der veränderbaren Sammelurkunde geliefert und es wird erwartet, dass die Lieferung durch Verbuchung über die Einrichtungen der OeKB, Euroclear und Clearstream gegen Zahlung des Bezugs- und Angebotspreises pro gekaufter Angebotsaktie im Fall von im Pre-placement zugeteilten Angebotsaktien am oder um den 24. September 2013 und im Fall von im Bezugsangebot oder Globalen Angebot zugeteilten Aktien am oder um den 9. Oktober 2013 erfolgen wird.

Festübernahme ...................... Joh. Berenberg, Gossler & Co. KG und Erste Group Bank AG haben zugestimmt, selbst Angebotsaktien bis zu einem gesamten Höchstvolumen von EUR 25 Millionen (die „Festübernahme-aktien“) von der Gesellschaft zum Bezugs- und Angebotspreis zu kaufen, wenn nicht alle verbleibenden Aktien im Globalen Angebot platziert werden können (wobei die Joint Lead Manager nicht zum Kauf von Festübernahmeaktien verpflichtet sind, wenn die Hauptaktionäre es versäumt haben, ihre Zeichnungs- und Kaufzusagen zu erfüllen).

Eintragung im Firmenbuch.... Das Angebot steht unter der Bedingung der Eintragung der beiden Tranchen der Kapitalerhöhung im Firmenbuch.

E.4 Beschreibung aller für das Angebot wesentlicher, auch kollidierender Beteilig-ungen .....................................

Die Gesellschaft hat ein Interesse am Angebot, weil sie den Nettoemissionserlös des Angebots erhalten wird.

Die Joint Lead Manager sind im Zusammenhang mit dem Angebot mit der Gesellschaft eine vertragliche Beziehung eingegangen. Im Rahmen des Angebots werden die Joint Lead Manager und ihre verbundenen Unternehmen die Möglichkeit haben, Angebotsaktien für eigene Rechnung zu erwerben und zu halten, für eigene Rechnung zu kaufen und zu verkaufen und können weiterhin diese Aktien außerhalb des Angebots anbieten oder verkaufen. Die Joint Lead Manager beabsichtigen nicht, den Umfang solcher Investitionen oder Transaktionen über den rechtlich geforderten Rahmen hinaus bekanntzugeben. Die Joint Lead Manager können Geschäftsbeziehungen mit der Gruppe unterhalten, einschließlich Finanzierungen, oder könnten für die Gruppe im Rahmen ihres ordentlichen Geschäftsbetriebs Leistungen erbringen.

E.5 Name der Person/des Unter-nehmens, die/das das Wert-papier zum Verkauf an-bietet ......................................

Die Angebotsaktien werden von der Gesellschaft angeboten.

G-17

Lock-up Vereinbarungen: die Beteiligten Parteien und die Lock-up-Frist...................

Es wird erwartet, dass jeder der Hauptaktionäre am oder um den 17. September 2013 mit den Joint Lead Managern und der Emittentin eine Hauptaktionärsvereinbarung abschließen wird, die, unter anderem eine Lock-up Verpflichtung des jeweiligen Hauptaktionärs vorsieht, welche am Tag der Unterfertigung einer solchen Hauptaktionärsvereinbarung beginnt und 180 Tage nach dem ersten Handelstag der im Bezugsangebot und im Globalen Angebot zugeteilten neuen Aktien (für den 9. Oktober 2013 erwartet) endet.

Die Gesellschaft hat mit jedem der Joint Lead Manager vereinbart, während der Zeit beginnend am 17. September 2013 und bis 180 Tage nach dem ersten Handelstag der im Bezugsangebot und im Globalen Angebot zugeteilten Neuen Aktien dauernd, keine Kapitalerhöhung bekanntzugeben oder durchzuführen (oder die Hauptversammlung dazu zu veranlassen), keine in Aktien umwandelbaren Finanzinstrumente zu begeben und keine ähnlichen Transaktionen durchzuführen.

E.6 Betrag und Prozentsatz von aus dem Angebot resultierender/m unmittelbarer/m Verwässerung/Zuwachs ........

Nimmt man die Emission von 15.527.412 in diesem Angebot zum Schlusskurs der Aktien am 16. September 2013 von EUR 7,99 an, würde das Vermögen der Gesellschaft zum 31. März 2013 ungefähr EUR 425,6 Millionen oder EUR 10,95 pro Aktie betragen haben, nachdem man die an die Joint Lead Manager zu zahlenden Gebühren und andere Kosten, die der Gesellschaft in Zusammenhang mit dem Angebot entstanden sind, abzieht. Das bedeutet einen sofortigen Rückgang von ungefähr EUR 2,20 oder ungefähr 16,7% im Nettovermögen pro Bestehender Aktie für Bestehende Aktionäre, die ihr Bezugsrecht nicht ausüben, und einen unmittelbaren Zuwachs im Nettovermögen von EUR 2,96 oder 37,1% pro Angebotsaktie für neue Investoren, die Angebotsaktien im Angebot kaufen. Der Zuwachs pro Aktie an neue Investoren wird durch Abzug des Nettovermögens pro Aktie nach dem Angebot vom Schlusskurs der Aktien am 16. September 2013, bestimmt.

E.7 Schätzung der Kosten, die dem Anleger vom Emit-tenten oder dem Anbieter in Rechnung gestellt werden .....

Entfällt. Weder die Gesellschaft, noch die Joint Lead Manager werden Investoren Kosten verrechnen. Vom depotführenden Finanzinstitut des Investors könnten jedoch übliche Bankspesen verrechnet werden.

ISSUER

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

Fabriksgasse 13 8700 Leoben-Hinterberg

Austria

LEGAL ADVISOR TO THE ISSUER

Cerha Hempel Spiegelfeld Hlawati Partnerschaft von Rechtsanwälten

Parkring 2 1010 Vienna

Austria

JOINT LEAD MANAGERS

Erste Group Bank AG Graben 21

1010 Vienna Austria

Joh. Berenberg, Gossler & Co. KG Neuer Jungfernstieg 20

20354 Hamburg Germany

LEGAL ADVISOR TO THE JOINT LEAD MANAGERS

Baker & McKenzie – Diwok Hermann Petsche

Rechtsanwälte GmbH Schottenring 25

1010 Vienna Austria

AUDITOR

PwC Wirtschaftsprüfung GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

Erdbergstraße 200 1030 Vienna

Austria

PROSPECTUS SUPPLEMENT

AT & S AUSTRIA TECHNOLOGIE & SYSTEMTECHNIK AKTIENGESELLSCHAFT

(a joint stock corporation incorporated under the laws of Austria under registered number FN 55638 x)

Prospectus supplement

pursuant to Art. 16 of the Directive 2003/71/EC of the European Parliament and of the Council of

November 4, 2003, as amended

relating to the

Prospectus dated September 17, 2013

prepared in connection with the

Offering of up to 15,527,412 bearer shares (with no-par value)

Listing of up to 12,950,000 new bearer shares (with no-par value) on the Official Market of the

Vienna Stock Exchange

of

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

ISIN AT0000969985

(the "Issuer")

Vienna, September 17, 2013

This Supplement has been filed with the Austrian Financial Market Authority

(Finanzmarktaufsichtsbehörde, the "FMA") in its capacity as competent authority under the

Austrian Capital Market Act for approval. The accuracy of the information contained in this

prospectus supplement does not fall within the scope of examination by the FMA under

applicable Austrian law. The FMA examines the prospectus supplement only in respect of its

completeness, coherence and comprehensibility pursuant to section 6 paragraph 1 in connection

with section 8a of the Austrian Capital Market Act.

2

This supplement (the "Supplement") constitutes a prospectus supplement pursuant to section 6 of the

Austrian Capital Market Act (Kapitalmarktgesetz) and is supplemental to, and should be read in

conjunction with, the prospectus dated September 17, 2013 (the "Prospectus") which was prepared in

connection with the offering of up to 15,527,412 and listing of up to 12,950,000 ordinary bearer shares

(with no-par value) of the Issuer. Terms defined in the Prospectus shall have the same meaning when

used in this Supplement.

To the extent that there is any inconsistency between a) any statement in this Supplement or any

statement incorporated by reference into the Prospectus by this Supplement and b) any other statement

in or incorporated by reference in the Prospectus, the statements in a) will prevail.

THE SUBSCRIPTION RIGHTS AND THE OFFER SHARES HAVE NOT BEEN AND WILL NOT

BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES

REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES AND MAY NOT BE

OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A

TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.

SECURITIES ACT. THE RIGHTS OFFERING AND THE GLOBAL OFFERING ARE BEING

MADE SOLELY OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER

THE U.S. SECURITIES ACT. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER

RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE SHARES AND THE

DISTRIBUTION OF THIS SUPPLEMENT, SEE “SELLING AND TRANSFER RESTRICTIONS,

USE OF PROSPECTUS” IN THE PROSPECTUS.

On September 17, 2013, the Prospectus was approved by the FMA and published by making it available

in printed form, free of charge, to the public at the registered office of the Issuer. A notice about the

publication and where the Prospectus can be obtained will be published in the Official Gazette

(Amtsblatt zur Wiener Zeitung) on September 18, 2013.

This Supplement has been filed for approval with the FMA in its capacity as competent authority under

the Austrian Capital Markets Act and published by making it available in printed form, free of charge,

to the public at the registered office of the Issuer, on September 17, 2013. A notice about the

publication and where the Supplement can be obtained will be published on or about September 18,

2013 in the Official Gazette (Amtsblatt zur Wiener Zeitung).

In accordance with section 6 of the Austrian Capital Markets Act, investors who have agreed to

purchase or subscribe for Offer Shares (as defined in the Prospectus) after the occurrence of any

significant new factor, material mistake or inaccuracy relating to the information included in the

Prospectus to which this Supplement relates to, but before the publication of this Supplement,

have a right to withdraw their acceptances within two banking days after the date of publication

of this Supplement.

3

Since the date of the Prospectus, the Issuer has become aware of material inaccuracies occurred in the

figures in column “Financial year ended March 31, 2011” of the table with the heading “Segment:

Industrial and Automotive” in section “Selected consolidated financial data–Segment reporting” on

page 54 of the Prospectus. Therefore, the following changes are made to the Prospectus:

Selected consolidated financial data–Segment reporting (pages 53 to 55)

On page 54 the table with the heading “Segment: Industrial and Automotive” is in its entirety replaced

by the following table:

Segment: Industrial and Automotive Three months ended June 30, Financial year ended March 31,

2013 2012 2013 2012 2011

(in EUR million)

(unaudited) (unaudited) (audited) (audited) (unaudited)

Statement of Financial Position Data

Segment sales................................................................................................66.8 56.1 243.7 215.7 211.8

Intersegment sales ................................................................ (0.4) (0.2) (1.1) 0.0 0.0

Segment revenue, net ................................................................ 66.4 55.9 242.6 215.7 211.8

Operating result (before consolidation) ................................ 0.4 2.5 12.0 n.a.(1) n.a.(1)

Other data

Intangible and tangible fixed assets................................................................50.0 50.9 49.1 53.8 53.0

Investments ................................................................................................1.5 0.8 4.2 11.2 19.4

Depreciation/amortization ................................................................ 2.1 2.0 7.9 8.1 7.5

(1) Operating result pursuant to the current reporting segments is not available for the financial years ended March 31,

2012 and 2011 as cost allocation in the financial years ended March 31, 2012 and 2011 was not reported pursuant to

the current segmentation and it is not possible to calculate these figures retroactively.

(Source: Consolidated Financial Statements and internal data.)

4

STATEMENT PURSUANT TO COMMISSION REGULATION (EC) NO 809/2004 OF APRIL

29, 2004 AND PURSUANT TO SECTION 8 PARA 1 CAPITAL MARKETS ACT

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft with its corporate seat in Leoben-

Hinterberg, Austria, is responsible for the Prospectus and this Supplement and declares that, having

taken all reasonable care to ensure that such is the case, the information contained in the Prospectus and

this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything

likely to affect the import of such information.

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

as issuer (als Emittentin)

Leoben-Hinterberg, September 17, 2013

___________________________

Andreas Gerstenmayer

___________________________

Heinz Moitzi