Steyr Motors AG: Business Combination Agreement signed with Red Cat Holdings, Inc. and SMOT Acquisition GmbH – binding commitments agreed for the Steyr site and employees

Business Combination Agreement sets out the framework and process for the voluntary public tender offer announced on 19 October 2026 Key terms of the announced voluntary public tender offer remain unchanged (offer price of EUR 39.00 per Steyr Share) Steyr site protected for three years; further development of the site as a research and development and manufacturing center envisaged Employee protection and employment safeguards agreed Steyr, Austria, 21 October 2026 – The Management Board of Steyr Motors AG (ISIN AT0000A3FW25), one of the world’s leading companies in the field of customized engines for mission-critical defense and civil applications, today, on behalf of Steyr Motors AG and with the unanimous approval of the Supervisory Board, entered into a business combination agreement (the “Business Combination Agreement” or “BCA”) with SMOT Acquisition GmbH, with its registered office in Vienna (the “Bidder”), and its parent company Red Cat Holdings, Inc. (“Red Cat”). Red Cat is a corporation incorporated under the laws of the U.S. State of Nevada, with its principal executive offices in Salt Lake City, Utah, United States, and is listed on the NASDAQ Stock Market under the ticker symbol “RCAT”. The BCA sets out the framework and process for the voluntary public tender offer to the shareholders of Steyr Motors AG announced by the Bidder on 19 October 2026 (the “Offer”). The BCA also includes provisions to protect the Austrian site and the Company's employees. For a period of three years following settlement of the Offer, Red Cat has undertaken not to cause the relocation of the Company's registered office, manufacturing operations, or research and development activities from the Steyr site. In addition, for a period of two years, Red Cat has undertaken not to cause any terminations of technical employees at Steyr Motors AG for operational reasons, nor to seek to bring about any other terminations of employees for operational reasons. Employees' rights, including existing works agreements and collective bargaining agreements, remain unaffected. Red Cat intends to further develop the site as a research and development and manufacturing center. The Bidder does not intend to make any changes to the Management Board and seeks representation on the Supervisory Board proportionate to its shareholding. The size of the Supervisory Board is to remain unchanged. Dr. Rolf Wirtz, Chairman of the Supervisory Board of Steyr Motors AG, comments: “We are pleased that, as part of the Business Combination Agreement, we have secured specific and clearly defined commitments regarding our site in Steyr and our employees. The three-year site protection and the employment safeguards are important outcomes of the negotiations. They underscore that the planned transaction is about more than just the offer price; it is also about the industrial future of Steyr Motors in Austria. At the same time, we are creating a foundation for the continued development of our company alongside a strong international partner.” The planned combination brings together Steyr Motors' specialized engine and propulsion technology with Red Cat's expertise in autonomous air, land and maritime systems, as well as its customer relationships. In particular, the combination may create additional development opportunities in the field of unmanned surface vehicles (USVs). In principle, the BCA permits structural measures such as a delisting, a squeeze-out of minority shareholders or an integration of the Company into a broader group structure. The agreed commitments regarding the Steyr site and employees, as well as the respective duties of the Company's corporate bodies, remain unaffected. Julian Cassutti, CEO of Steyr Motors AG, states: “The signing of the Business Combination Agreement marks an important milestone. With Red Cat, we have not only agreed on the framework for a strategic combination, but have also contractually safeguarded important interests of our site and our workforce. The agreement provides clarity on the next steps and opens up additional opportunities to further develop our technologies and access new international markets.” The planned voluntary public cash tender offer provides for a price of EUR 39.00 per Steyr Share. Publication of the offer document is planned before 15 November 2026, with the acceptance period expected to end on 18 December 2026. Completion of the Offer is subject, in particular, to obtaining the required foreign direct investment clearances in Austria, Australia, Italy and the United Kingdom, which are expected to be obtained by 30 June 2027, as well as achieving a minimum acceptance threshold of 50% plus one Steyr Share, excluding treasury shares. B&C Holding Österreich GmbH has undertaken to accept the Offer for its approximately 15% stake in Steyr Motors.

Company profile of Steyr Motors AG
Headquartered in Steyr, Austria, Steyr Motors AG is a global leader in the development and production of high-performance customized special engines with high power density and durability. The Company’s engines are primarily used for military special vehicles, boats (both military and civilian) and as auxiliary power units (“APU”) for main battle tanks and locomotives.

For further information, please contact: Steyr Motors AG
Investor Relations
Phone: +43 676 6222367
E-mail: ir@steyr-motors.com
www.steyr-motors.com Press Contact
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone: +49 89 125 09 0333
E-mail: sh@crossalliance.de
www.crossalliance.de

Legal notice: This announcement constitutes neither an offer to purchase securities nor a solicitation of an offer to purchase or sell securities of Steyr Motors AG. Certain statements herein are forward-looking statements. They are based on the current expectations and assessments of the Management Board and are subject to risks and uncertainties. Actual developments and results may differ materially from the expectations expressed or implied in these statements due to various factors.