congatec Holding AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one-quarter of an Ordinary Share, no par value, with a notional value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Contract Type FiledNovember 16th, 2015 Company Industrycongatec Holding AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich (the “Commercial Register”) under the number HRB 219746 (the “Company”), and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose to issue/sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), the aggregate number of ordinary no par value shares with a notional value of €1.00 per share (auf den Namen lautende Stammaktien ohne Nennbetrag (Stückaktien)), registered with the Commercial Register (the “Ordinary Shares”) set forth in the Pricing Agreement (as defined below), of which the number of Ordinary Shares set forth in the Pricing Agreement will be sold by the Company as a result of the issuance of New Shares in the Capital Inc