KB Holding GmbH
Takeover Offer; <DE0007667107>

Target company: Vossloh Aktiengesellschaft; Bidder: KB Holding GmbH

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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– Convenience Translation –

Amendment to the publication of the decision to make a voluntary public
takeover offer (freiwilliges öffentliches Übernahmeangebot) in accordance
with Section 10 para. 1 and para. 3 in connection with Sections 29 and 34
of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz, WpÜG)

Bidder:
KB Holding GmbH
Schlehdornstr. 3
82031 Grünwald
Germany

registered with the commercial register of the local court (Amtsgericht) of
Munich under HRB 122175

Target Company:
Vossloh Aktiengesellschaft
Vosslohstraße 4
58791 Werdohl
Germany

registered with the commercial register of the local court (Amtsgericht) of
Iserlohn under HRB 5292

ISIN: DE 0007667107 (WKN: 766710)

On 20 January 2015, KB Holding GmbH published in accordance with Sec. 10
para. 1 und 3 in connection with Sec. 29 and 34 WpÜG its decision to make a
voluntary public takeover offer to the shareholders of Vossloh
Aktiengesellschaft, Vosslohstraße 4, 58791 Werdohl, Germany, for the
acquisition of all ordinary bearer shares with no par value, each share
representing a proportionate amount of EUR 2.84 in the share capital (the
‘Vossloh-Shares’). KB Holding GmbH further announced that it intends to
offer the payment of a cash consideration per Vossloh-Share in the amount
of the weighted average domestic stock exchange price during the last three
months before the publication of the announcement according to Sec. 10
para. 1 sent. 1 WpÜG pursuant to Sec. 5 para. 1 and 3 of the Regulation on
the Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer (WpÜG-Angebotsverordnung), as determined by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) and that this consideration is
expected to be in a range between EUR 48 and 49 per Vossloh-Share.
Today, BaFin informed KB Holding GmbH that the domestic weighted average
stock exchange price of the Vossloh-Shares during the last three months
prior to the publication of the announcement according to Sec. 10 para. 1
sent. 1 WpÜG on 20 January 2015 amounts to EUR 48.50. Therefore, KB Holding
GmbH will offer the payment of a cash consideration of EUR 48.50 per
Vossloh-Share in the voluntary public takeover offer.

The offer will be made subject to the terms and conditions to be stated in
the offer document and will be subject to certain offer conditions.

The offer document and other information regarding the offer will be made
available on the internet at www.velvet-angebot.de.

Further Information
KB Holding GmbH is a wholly-owned subsidiary of TIB Vermögens- und
Beteiligungsholding GmbH, in which Stella Vermögensverwaltungs GmbH holds
the majority of the voting rights. Mr. Heinz Hermann Thiele holds the
majority of the voting rights in Stella Vermögensverwaltungs GmbH.

Important note: This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares in Vossloh Aktiengesellschaft or
any other security. The offer document and the terms and conditions
contained therein will have sole relevance in respect of the takeover
offer. Investors and shareholders of Vossloh Aktiengesellschaft are advised
to read the relevant documents regarding the takeover offer to be published
by KB Holding GmbH because they will contain important information.
Investors and shareholders of Vossloh Aktiengesellschaft will be able to
receive the offer document as well as other documents in connection with
the takeover offer via the website www.velvet-angebot.de once these
documents are available.

Grünwald, 27 January 2015

KB Holding GmbH

End of WpÜG announcement

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