Prospectus dated 23 October 2013

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1 Prospectus dated 23 October 2013 ATON Group Finance GmbH (a company with limited liability incorporated under the laws of the Republic of Austria having its corporate seat in Going am Wilden Kaiser, Republic of Austria) as Issuer ATON GmbH (a company with limited liability incorporated under the laws of the Federal Republic of Germany having its corporate seat in Munich, Federal Republic of Germany) as Guarantor Up to EUR [ ] [ ] per cent. Notes due 2018 Issue price: [ ] per cent. ISIN: DE000A1YCQ45 ATON Group Finance GmbH, Astbergweg 9, 6353 Going am Wilden Kaiser, Austria (the "Issuer") will issue on or about 8 November 2013 (the "Issue Date") up to EUR [ ] [ ] per cent. fixed rate notes in bearer form due 2018 with a denomination of EUR 1,000 each (the "Notes") unconditionally and irrevocably guaranteed by ATON GmbH, Leopoldstrasse 53, Munich, Germany (the "Guarantor", and together with its subsidiaries, the "ATON Group" or the "Group"). The Notes will be redeemed at par on 8 November The Notes will be governed by the laws of the Federal Republic of Germany ("Germany"). This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus Directive") and has been drafted in accordance with the Luxembourg law relating to prospectuses for securities of 10 July 2005 (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended, (the "Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg law. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Prospectus Law, and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Group (www.aton.de). Pursuant to Article 7(7) of the Luxembourg Prospectus Law, by approving this Prospectus, the CSSF does not give any undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer or the Guarantor. The Issuer has requested the CSSF to provide the competent authorities in Germany and Austria, and may request to provide competent authorities in additional host Member States within the European Economic Area, with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (the "Notification"). Until such Notification is given in Germany, and at all times in other member states of the European Economic Area (the "EEA"), offers will be made only pursuant to an exception under Section 3 of the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG") or an applicable exception under the national legislation of the relevant member state of the EEA implementing the Prospectus Directive, as the case may be. Application has been made to the Frankfurt Stock Exchange for the Notes to be listed on the Frankfurt Stock Exchange and to be traded on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with further postadmission duties (Prime Standard). The regulated market of the Frankfurt Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004 on markets in financial instruments. The Notes will initially be represented by a Temporary Global Note in bearer form without interest coupons, which will be exchangeable, in whole or in part, for a Permanent Global Note in bearer form without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-u.s. beneficial ownership. The final issue price of the Notes, the aggregate principal amount of Notes to be issued, the interest rate, the issue proceeds and the yield will be included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be filed with the CSSF and published on the website of the Group (www.aton.de) on or prior to the Issue Date of the Notes. The Notes have been assigned the following securities codes: ISIN DE000A1YCQ45, WKN A1YCQ4. Joint Lead Managers Morgan Stanley Deutsche Bank 1

2 RESPONSIBILITY STATEMENT Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus (including any documents incorporated by reference) and hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus (including any documents incorporated by reference) is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect its import. The Issuer and the Guarantor further confirm that (i) this Prospectus contains all information with respect to the Issuer, the Guarantor, the ATON Group, the Notes and the Guarantee (as defined below in "SUMMARY") which is material in the context of the issue and offering of the Notes, including all information which, according to the particular nature of the Issuer, the Guarantor, the Notes and the Guarantee is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer, the Guarantor and the ATON Group and of the rights attached to the Notes and the Guarantee, (ii) the statements contained in this Prospectus relating to the Issuer, the Guarantor, the ATON Group, the Notes and the Guarantee are in every material particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Guarantor, the ATON Group, the Notes or the Guarantee the omission of which would, in the context of the issue and offering of the Notes, make any statement in the Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. NOTICE No person is authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES"). Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes made hereunder shall, under any circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date hereof or, as the case may be, subsequent to the date on which this Prospectus has been most recently supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer or the Guarantor which is material in the context of the issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently supplemented, or the balance sheet date of the most recent financial statements which are contained in the financial information commencing on page F-1 or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Prospectus contains certain forward-looking statements, including statements using the words "believes", "anticipates" "intends", "expects" or other similar terms. This applies in particular to statements under the caption "GENERAL INFORMATION ABOUT THE GUARANTOR Business Overview of the ATON Group" and statements elsewhere in this Prospectus relating to, among other things, the future financial performance, plans and expectations regarding developments in the business of the Group. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause the actual results, including the financial position and profitability of the Group, to be materially different from or worse than those expressed or implied by these forward-looking statements. The Issuer and the Guarantor do not assume any obligation to update such forward-looking statements and to adapt them to future events or developments. Furthermore, this Prospectus contains industry related data taken or derived from industry and market research reports published by third parties ("External Data"). Commercial publications generally state that the information they contain originated from sources assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the calculations contained therein are based on a series of assumptions. The External Data have not been independently verified by the Issuer or the Guarantor. 2

3 The External Data was reproduced correctly by the Issuer and the Guarantor in the Prospectus, and as far as the Issuer and Guarantor are aware and are able to ascertain, no facts have been omitted that would render the reproduced External Data inaccurate or misleading. The Issuer and the Guarantor do not have access to the underlying facts and assumptions of numerical and market data and other information contained in publicly available sources. Consequently, numerical and market data or other information cannot be verified by the Issuer or the Guarantor. This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents incorporated herein by reference. The final issue price of the Notes, the aggregate principal amount of Notes to be issued, the interest rate, the issue proceeds and the yield of the issue will be included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES" below) which will be published on the website of the Group (www.aton.de) on or prior to the Issue Date of the Notes. Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except for the Issuer and the Guarantor, is responsible for the information contained in this Prospectus or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer and the Guarantor. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers to a recipient hereof and thereof that such recipient should purchase any Notes. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the Joint Lead Managers to inform themselves about and to observe any such restrictions. In particular, the Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and are subject to special U.S. tax law requirements where held by U.S. persons (TEFRA D rules). Subject to certain limited exceptions, the Notes may not be offered, sold or delivered within the United States of America ("United States") or to U.S. persons. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of any part thereof) see "SUBSCRIPTION, SALE AND OFFER OF THE NOTES Selling Restrictions." The legally binding language of this Prospectus is English. Any part of the Prospectus in German language constitutes a translation, except for the terms and conditions of the Notes (the "Terms and Conditions") in respect of which German is the legally binding language. In this Prospectus, unless otherwise specified, all references to " ", "EUR" or "Euro" are to the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the Euro, as amended, and references to "USD" are to the U.S. dollar. 3

4 TABLE OF CONTENTS SUMMARY...5 GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG)...21 RISK FACTORS...39 USE OF PROCEEDS...55 GENERAL INFORMATION ABOUT THE ISSUER...56 GENERAL INFORMATION ABOUT THE GUARANTOR AND THE GROUP...59 TERMS AND CONDITIONS...82 GUARANTEE AND NEGATIVE PLEDGE TAXATION SUBSCRIPTION, SALE AND OFFER OF THE NOTES GENERAL INFORMATION FINANCIAL INFORMATION..F-1 4

5 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, Issuer and Guarantor. 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, Issuer and Guarantor, 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 Element Description of Element Disclosure requirement A.1 Warnings This summary should be read as an introduction to this Prospectus. Any decision to invest in the Notes should be based on 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, the plaintiff investor might, under the national legislation of its member state to the Agreement on the European Economic Area (EEA), have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only 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 parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Notes. A.2 Consent to the use of the prospectus Each of Morgan Stanley & Co. International plc and Deutsche Bank AG, London Branch (each a "Joint Lead Manager" and, together, the "Joint Lead Managers") and each further financial intermediary subsequently reselling or finally placing the Notes is entitled to use the Prospectus in Austria, Germany and Luxembourg for the subsequent resale or final placement of the Notes during the period for the subsequent resale or final placement of the Notes from and including 23 October 2013 to and including 20 November 2013, provided however, that the Prospectus is still valid in accordance with Article 11 of the Luxembourg Prospectus Law which implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010). The Prospectus may only be delivered to potential investors together with all supplements published before such delivery. 5

6 Any supplement to the Prospectus will be available for viewing in electronic form on the website of the Group (www.aton.de). When using the Prospectus, each relevant further financial intermediary must make certain that it complies with all applicable laws and regulations in force in the respective jurisdictions. In the event of an offer being made by a further financial intermediary, the further financial intermediary shall provide information to investors on the Terms and Conditions at the time of that offer. Section B Issuer Element Description of Element Disclosure requirement B.1 Legal and commercial name of the Issuer B.2 Domicile and legal form, legislation and country of incorporation ATON Group Finance GmbH The Issuer is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Republic of Austria. It has its registered office at Astbergweg 9, 6353 Going am Wilden Kaiser, Austria. B.4b Known trends affecting the Issuer and the industries in which it operates Not applicable. There are no known trends affecting the Issuer and the industries in which it operates. B.5 Description of the Group and the Issuer's position within the Group B.9 Profit forecast or estimate B.10 Nature of any qualifications in the auditor's reports on the historical financial information B.12 Selected historical key financial information regarding the Issuer The Issuer is a directly wholly owned subsidiary of the Guarantor and has no subsidiaries of its own. Not applicable. No profit forecasts or estimates are included. Not applicable. The Issuer has not issued any financial statements since its incorporation. Not applicable. The Issuer has not issued any financial statements since its incorporation. The Issuer has prepared an opening balance sheet as of 4 October The opening balance sheet has been prepared in accordance with Austrian GAAP. 6

7 Opening balance sheet of ATON Group Finance GmbH at 4 October 2013 (in EUR, unless otherwise indicated) Assets Current Assets Bank Balances 50,000 Liabilities and Shareholders equity Shareholders equity Nominal Capital Share capital 100,000 Capital contributions outstanding and not called in (50,000) 50,000 Trend information Significant change in the financial and trading position There has been no material adverse change in the prospects of the Issuer since 27 September Not applicable: there have been no significant changes in the financial or trading position of the Issuer since 27 September B.13 Recent developments Not applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency. B.14 Statement of dependency upon other entities within the Group The Issuer is a directly wholly owned subsidiary of the Guarantor and has no subsidiaries of its own. B.15 Principal activities The Issuer acts as financing subsidiary of the Guarantor. The principal activity of the Issuer is the provision of loans to members of the Group financed with proceeds funded from the capital market. B.16 Major shareholders The Guarantor is the sole shareholder of the Issuer. B.17 Credit ratings of the Issuer or its debt securities B.18 Nature and Scope of the Guarantee Not applicable. Neither the Issuer nor the Notes are rated. The Notes will have the benefit of a guarantee (the "Guarantee") for the payment of principal and interest on the Notes given by the Guarantor. The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the Guarantor. The terms of the Guarantee also contain a negative pledge of the Guarantor. The Guarantee is governed by German law. The Guarantee constitutes a contract for the benefit of the holders of the Notes (each a "Holder" and, together, the "Holders") from time to time as third party beneficiaries pursuant to 328 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch; BGB). 7

8 Section B Guarantor Element Description of Element Disclosure requirement B.19 B.1 B.19 B.2 B.19 B.4b Legal and commercial name Domicile, legal form, legislation and country of incorporation Known trends affecting the Guarantor and the industries in which it operates ATON GmbH The Guarantor is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany. It has its registered office at Leopoldstrasse 53, Munich, Germany. The ATON Group's corporate portfolio mainly comprises of companies serving three distinct industries automotive engineering (the "AT Tech" segment), mining services (the "AT Mining Tech" segment) as well as medical technology (the "AT Med Tech" segment). The market dynamics of AT Tech are highly correlated to the prospects of the global automotive market and particularly to the Engineering Service Provider ("ESP") market. The major trends affecting ESP market are: Increasing trend of outsourcing of engineering services by OEM; Innovative power of automotive industry, especially at premium OEM; Electric and electronics (E/E) and powertrain are expected to show strong annual growth until 2020; Increasing number of automobile models and derivatives; and Shortening product life cycles. The global market for mining services is characterised by an attractive growth momentum supported by long-term global megatrends such as the positive long-term development of global commodity prices and, more specifically, the increasing budget for capital. expenditures at major commodity mining houses. Historically, healthcare expenditures in developed countries have been relatively immune to economic cycles, showing a steady track record of growth rates that are significantly higher than GDP. Future worldwide healthcare growth prospects are strong, mainly driven by the following key trends: Aging population. Growing proportion of older people in developed countries; Emerging Markets. Substantial increase of healthcare expenditures in the emerging markets; and Innovation. Enhanced treatment options through novel technological capabilities such as microsystem, 8

9 B.19 B.5 B.19 B.9 B.19 B.10 B.19 B.12 Description of the Group and the Guarantor's position within the Group Profit forecast or estimate Nature of any qualifications in the auditor's report on the historical financial information Selected historical key financial information optical, and information technologies as well as electronics. The ATON Group is an industrial conglomerate currently consisting of a total of 127 companies active in the field of business-to-business within the three segments AT Tech, AT Mining Tech and AT Med Tech. The Group's spectrum of products and services ranges from engineering and plant construction primarily for the mobility industry (the AT Tech segment), services, products and special machinery for mining and shaft sinking (the AT Mining Tech segment) and innovative solutions in the healthcare market in the fields of surgery and diagnostics with a focus on x-ray diagnosis, basic medical diagnostics and minimally invasive surgery as well as products for the pharmaceutical industry and hospitals (the AT Med Tech segment). The ATON Group also provides business jet aviation services. The Guarantor is a management holding company and the parent company of the ATON Group. Not applicable. No profit forecasts or estimates are included. Not applicable. The auditor has issued unqualified audit reports for the consolidated financial statements of the Guarantor for the fiscal years 2011 and 2012, respectively. The following table sets out selected financial information relating to the ATON Group. The information has been extracted from the Guarantor's unaudited interim consolidated financial statements as of 30 June 2013 and the Guarantor's audited consolidated financial statements as of 31 December 2012 and the Guarantor's audited consolidated financial statements as of 31 December 2011, all of them prepared in accordance with International Financial Reporting Standards as adopted in the European Union ("IFRS"). The following segment reporting of the ATON Group has been taken from the ATON Group's accounting records. (in EUR thousand, unless otherwise indicated) Selected Consolidated Balance Sheet Information As of 30 June 2013 As of 31 December 2012 As of 31 December 2011 (restated) (2) (unaudited) (audited) (audited) Balance sheet total 1,548,748 1,498,106 1,414,703 Non-current assets 680, , ,355 Current assets 867, , ,348 Equity 720, , ,074 Non-current liabilities 220, , ,380 Current liabilities 607, , ,251 9

10 Selected Consolidated Income Statement Information For the six months ended 30 June 2013 For the six months ended 30 June 2012 (restated) (1) For the fiscal year 2012 For the fiscal year 2011 (restated) (2) (unaudited) (unaudited) (audited) (audited) Revenue 1,156,696 1,036,940 2,227,446 1,888,408 Earnings before interest and taxes (EBIT) 79,040 88, , ,157 Earnings before income taxes (EBT) 71,870 79, , ,582 Profit or loss for the period 52,192 57, ,411 61,666 Attributable to non-controlling interests Attributable to owners of the parent (448) 26 (1,701) (1,721) 52,640 57, ,112 63,387 Selected Consolidated Statement of Cash Flows Information For the six months ended 30 June 2013 For the six months ended 30 June 2012 (restated) (1) For the fiscal year 2012 For the fiscal year 2011 (restated) (2) (unaudited) (unaudited) (audited) (audited) Cash flow from operating activities 85,448 17, ,657 85,293 Cash flow from investing activities (133,084) (51,520) (178,285) 24,508 Cash flow from financing activities 51,737 (20,339) (49,508) (69,365) Cash and cash equivalents at the end of the period 175, , , ,314 (1) (2) Figures derived from the unaudited interim consolidated financial statements as of and for the period ended 30 June Figures derived from the audited consolidated financial statements as of and for the year ended 31 December (in EUR thousand, unless otherwise indicated) Segment Reporting (unaudited, unless otherwise indicated) For the period ended 30 June 2013 For the period ended 30 June 2012 (restated) (6) For the fiscal year 2012 For the fiscal year 2011 Revenues of the ATON Group 1,156,696 1,036,940 2,227,446 (7) 1,888,408 (7) of which AT Tech 518, , ,002 (7) 804,128 (7) of which AT Mining Tech 428, , ,031 (7) 653,552 (7) of which AT Med Tech 118, , ,190 (7) 228,245 (7) of which AT Aviation 91, , ,168 (7) 198,290 (7) EBITDA of the ATON Group (1), (2) 118, , ,771 (7) 180,951 (7) of which AT Tech 43,543 33,373 86,102 38,935 of which AT Mining Tech 54,399 57, ,135 71,811 of which AT Med Tech 10,962 13,828 30,814 31,924 of which AT Aviation 13,515 17,388 38,908 35,668 EBITDA Margin of the ATON Group (1),(3) 10.2% 11.6% 11.6% 9.6% of which AT Tech 8.4% 8.3% 9.6% 4.8% of which AT Mining Tech 12.7% 13.8% 12.9% 11.0% of which AT Med Tech 9.2% 11.6% 11.9% 14.0% of which AT Aviation 14.8% 17.3% 19.4% 18.0% 10

11 EBIT of the ATON Group (1),(4) 79,040 88, ,200 (7), (8) 118,157 (7) of which AT Tech 29,079 25,954 67,899 20,491 of which AT Mining Tech 37,027 41,996 82,467 46,608 of which AT Med Tech 6,096 9,549 21,774 21,328 of which AT Aviation 11,079 13,362 11,457 27,709 EBT of the ATON Group (1),(5) 71,870 79, ,991 (7) 104,581 (7) of which AT Tech 22,454 20,718 55,519 6,775 of which AT Mining Tech 33,780 38,724 75,623 41,044 of which AT Med Tech 5,896 8,496 21,658 19,992 of which AT Aviation 9,915 11,415 7,095 25,596 EAT of the ATON Group (1),(9) 52,192 57, ,411 (10) 61,666 of which AT Tech 16,764 15,275 43,716 (931) of which AT Mining Tech 24,252 27,861 50,716 22,967 of which AT Med Tech 4,056 5,420 15,138 11,002 of which AT Aviation 7,279 8,153 1,859 19,043 As of 30 June 2013 As of 31 December 2012 As of 31 December 2011 Assets of the ATON Group 1,548,748 1,498,106 (7) 1,414,703 (7) of which AT Tech 641, , ,266 of which AT Mining Tech 413, , ,443 of which AT Med Tech 168, , ,291 of which AT Aviation 117, , ,327 Liabilities of the ATON Group 827, ,163 (7) 769,629 (7) of which AT Tech 548, , ,337 of which AT Mining Tech 271, , ,057 of which AT Med Tech 47,692 52,783 95,501 of which AT Aviation 71,245 85, ,897 (1) (2) (3) (4) (5) The ATON Group uses EBITDA, EBITDA Margin, EBIT, EBT and EAT as measures of operating performance. Because not all companies calculate EBITDA, EBITDA Margin, EBIT, EBT and EAT in the same way, the ATON Group's presentation of these metrics is not necessarily comparable with similarly titled measures used by other companies. EBITDA, EBITDA Margin, EBIT, EBT and EAT are not recognised as measures under IFRS and should not be considered as substitutes for figures such as profit or loss for the period, net cash from/used in operating activities or other income statement or cash flow data, as determined in accordance with IFRS, or as measures of profitability or liquidity. The ATON Group defines EBITDA (Earnings before interest, taxes, depreciation and amortisation) as the aggregate of (i) EBIT and (ii) depreciation and amortisation. The ATON Group defines EBITDA Margin as a percentage calculated by dividing EBITDA by revenues. The ATON Group defines EBIT as earnings before interest and taxes. The ATON Group defines EBT as earnings before taxes. 11

12 (6) (7) Figures derived from the unaudited interim consolidated financial statements as of and for the period ended 30 June Audited. (8) ATON Group EBIT for 2012 includes de-consolidation gains of 14.6 million related to the sale of Lumera Laser GmbH as well as the contribution of Lumera Laser GmbH to the Group EBIT of 4.6 million realised prior to de-consolidation. Adjusted for these combined effects of 19.2 million totally, the segment EBIT of AT Tech would have amounted to 48.7 million in Furthermore, ATON Group EBIT for 2012 includes the contribution of Augsburg Airways GmbH to group EBIT of 16.8 million and a goodwill impairment of 6.3 million realized for the AT Aviation cash generating unit, mainly because Augsburg Airways GmbH will cease its operational business completely as of the end of Adjusted for these combined effects of 10.5 million, the segment EBIT of AT Aviation would have amounted to 1.0 million in Adjusted for the contribution of Augsburg Airways and the goodwill impairment realised for the AT Aviation cash generating unit as well as the combined effects on Group EBIT of de-consolidation of Lumera Laser GmbH, ATON Group EBIT of 2012 would have amounted to million. (9) The ATON Group defines EAT as earnings after taxes and reflects profit or loss for the period on Group level. (10) Group EAT for 2012 comprises a combined amount of 17.8 million for the sale and de-consolidation of Lumera Laser GmbH and a combined amount of 3.4 million for the contribution of Augsburg Airways and the goodwill impairment realized for the AT Aviation cash generating unit. Adjusted for the impact of these combined effects, Group EAT in 2012 would have amounted to 87.2 million. B.19 B.13 B.19 B.14 B.19 B.15 Trend information Significant change in the financial and trading position Recent developments Statement of dependency upon other entities within the Group Principal activities There has been no material adverse change in the prospects of the Guarantor since 31 December Not applicable: there have been no significant changes in the financial or trading position of the Guarantor since 30 June Not applicable. There have been no recent events particular to the Guarantor which are to a material extent relevant to the evaluation of the Guarantor's solvency. Not applicable. The Guarantor is the parent company of the ATON Group. It is not dependent upon other entities within the ATON Group. The Guarantor is a management holding company and the ultimate parent company of the ATON Group, comprising 127 companies offering engineering and plant construction services for industrial customers (the AT Tech segment), services, products and special machinery for mining and shaft sinking (the AT Mining Tech segment) and innovative solutions in field of human diagnostics and surgery as well as products for the pharmaceutical industry and hospitals (the AT Med Tech segment). The ATON Group also provides business jet aviation services. 12

13 B.19 B.16 B.19 B.17 Majority shareholders Credit ratings of the Guarantor or its debt securities The outstanding ordinary voting shares of the Guarantor are held by the following shareholders: Name Dr. med. Lutz Helmig 60% Dagmar Helmig 10% Alexandra Helmig 15% Charlotte Helmig 15% Total share Not applicable. The Guarantor and its debt securities are not rated. Section C Securities Element Description of Element Disclosure requirement C.1 Class and type of the Notes / security identification number The fixed interest bearing notes (the "Notes") are unsecured and unsubordinated. ISIN: WKN: DE000A1YCQ45; A1YCQ4. C.2 Currency Euro C.5 Restrictions on the free transferability of the Notes C.8 Rights attached to Notes, ranking of the Notes, limitations to the rights attached to the Notes Not applicable: the Notes are freely transferable. However, the offer and the sale of the Notes and the distribution of offering materials are subject to specific restrictions that vary depending on the jurisdiction where the Notes are offered or sold or the offering materials are distributed. Pari passu status: The obligations under the Notes constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. Negative Pledge in the absence of an investment grade rating of the Notes: The Issuer and the Guarantor, respectively, undertake not to create or permit to subsist any security interest for any financial indebtedness other than any permitted liens as set out in the terms and conditions of the Notes, and the Guarantor undertakes to procure that none of its material subsidiaries grants or permits to subsist any such security interest. Negative Pledge following the granting of an investment grade rating for the Notes, if any: The Issuer and the Guarantor, respectively, undertake not to create or permit to subsist any security interest for any capital market indebtedness other than any permitted liens as set out in the terms and conditions of the Notes, and the Guarantor undertakes to procure that none of its material subsidiaries grants or permits to subsist any such security interest. Taxation: Principal and interest shall be payable without withholding or deduction for or on account of any present or 13

14 future taxes or duties of whatever nature imposed or levied by or on behalf of Germany or Austria or by or on behalf of any political subdivision or authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer will, subject to specific exceptions, pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction. Early Redemption for Taxation Reasons: Early redemption of the Notes for reasons of taxation will be permitted if, as a result of any change in, or amendment to, the laws or regulations (including any amendment to, or change in, an official interpretation or application of such laws or regulations) of Germany or Austria or any political subdivision or taxing authority thereto or therein affecting taxation or the obligation to pay duties of any kind, the Issuer or, as the case may be, the Guarantor will become obligated to pay additional amounts on the Notes and this obligation cannot be avoided by the use of reasonable measures available to the Issuer or, as the case may be, the Guarantor. Early Redemption for reasons other than Taxation Reasons: - Events of Default: In an event of default, each Holder is entitled to demand redemption of the Notes at their principal amount together with accrued interest. However, the terms and conditions of the Notes provide with respect to certain events of default that the effectiveness of such right of a Holder to demand immediate redemption of the Notes is subject to the receipt of termination notices from Holders of a minimum amount of 10% in aggregate principal amount of the then outstanding Notes. - Cross Default: A further event of default under the Notes arises, if a cross default occurs with respect to any financial indebtedness of the Guarantor or a material subisdiary of the Guarantor. - Change of Control: Each Holder is entitled to request the Issuer to redeem the Notes of each such requesting Holder at their principal amount together with accrued interest upon the occurrence of a change of control. - Minimal Outstanding Amount: The Issuer is entitled to redeem the notes if 80% or more of the aggregate principal amount of the Notes has been redeemed or repurchased and cancelled. - Limitation on Indebtedness: Each Holder may request the Issuer to redeem the Notes of each such requesting Holder at their principal amount together with accrued interest upon the failure of the Issuer to comply with undertakings which restrict the incurrence of financial indebtedness by the Guarantor and its Subsidiaries under certain circumstances. - Transactions with shareholders: Each Holder may request the Issuer to redeem the Notes of each such requesting Holder at 14

15 their principal amount together with accrued interest upon the failure of the Issuer to comply with undertakings which restrict certain transactions with shareholders. - Restriction on Dividends: Each Holder may request the Issuer to redeem the Notes of each such requesting Holder at their principal amount together with accrued interest upon the failure of the Issuer to comply with undertakings restricting the payment of dividends in certain circumstances. - Resolutions of Holders: In accordance with the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz "SchVG"), the Notes contain provisions pursuant to which the Holders consent by resolution to amendments of the terms and conditions of the Notes (upon the Issuer s decision to amend the terms and conditions of the Notes) and pursuant to which the Holders decide upon certain other matters regarding the Notes. - Holders Representative: In accordance with the SchVG, the Notes provide that the Holders may by majority resolution appoint a representative for all Holders (the "Holders Representative"). The responsibilities and functions assigned to the Holders' Representative appointed by a resolution are determined by the SchVG and by majority resolutions of the Holders. C.9 Interest and redemption payments, yield, representative of noteholders See C.8. Interest: The Notes will bear interest from and including 8 November 2013 to, but excluding, 8 November 2018 at a rate of [ ] per cent. per annum, payable annually in arrear on 8 November in each year, commencing on 8 November Maturity Date: Unless previously redeemed in whole or in part or repurchased or cancelled, the Notes shall be redeemed at their principal amount together with accrued interest on 8 November Indication of yield: The yield of the Notes will be determined on the pricing date which is expected to be on or prior to the Issue Date of the Notes. Name of Holders' Representative: As of the date of this Prospectus, no Holders' Representative has been appointed. C.10 Derivative component in interest payment C.11 Admission to trading of securities on a regulated market See C.9. Not applicable. The Notes have no derivative component when paying interest, which could influence the value of the Notes by having an impact on the value of the underlying instrument or several underlying instruments. Application has been made to the Frankfurt Stock Exchange for the Notes to be traded on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with further post-admission duties (Prime Standard). 15

16 Section D Risks Element Description of Element Disclosure requirement D.2 Information on the key risks specific to the Issuer or its industry The Issuer is a financing vehicle for the ATON Group and has no material assets or sources of revenue except for claims against certain subsidiaries of ATON GmbH resulting from intercompany loans and relies on distributions from such subsidiaries to service and repay the Notes. The realisation of the risk described above may affect the Issuer's ability to fulfil its payment obligations under the Notes and/or lead to a decline in the market price of the Notes. D.2 Information on the key risks specific to the Guarantor or its industry D.2 Information on the key risks specific to the Group or its industry The Guarantor is a holding company and its ability to serve its payment obligations depends on the receipt of funds from its subsidiaries and participations. The realisation of any of the risks described above may affect the Guarantor's ability to fulfil its payment obligations under the Guarantee and/or lead to a decline in the market price of the Notes. The ATON Group's business, in particular the demand for its services and products, depends on the general economic conditions and cyclical fluctuations in the countries and markets in which it operates. Market developments and government actions in connection with the sovereign debt crisis in Europe could adversely affect the ATON Group's business, financial condition, results of operations and liquidity. The ATON Group faces risks from changes in the political, social or economic environment. The ATON Group generates the greatest share of its total sales in Europe and may, therefore, be more affected in case of a prolonged economic downturn in Europe than its non- European competitors. Certain markets in which the ATON Group operates are characterised by intense competition, which could result in a demand for the ATON Group's services and products or put continued pressure on its prices. Certain subsidiaries of the ATON Group, such as those in the AT Tech segment, operate in a cyclical industry. The ATON Group's business could suffer if its reputation for quality were damaged. The ATON Group depends to a certain extent on a limited number of customers. The ATON Group results could suffer if it fails to innovate and develop new products and services that meet the increasingly complex demands of the markets in which the 16

17 ATON Group operates. The ATON Group is exposed to currency transaction and translation risks. The ATON Group, and in particular AT Tech, might be adversely affected by cost overruns or additional payment obligations in turnkey projects. The ATON Group faces personnel risks. The ATON Group's business could be adversely impacted by strikes and other labour disputes. Reliance on third-party contract manufacturers and logistics providers could result in disruption to the ATON Group's business and damage its reputation. Fluctuations in interest rates could have an adverse effect on the ATON Group's financial conditions and results of operations. The ATON Group's business is subject to operational and accident risks for which it may not be adequately insured. The ATON Group is exposed to antitrust risks. The ATON Group might have misjudged or may misjudge risks inherent in past or future corporate acquisitions or disposals. The integration of companies acquired in the past or future into the ATON Group may prove more difficult, drawn out or costlier than expected or even fail. The ATON Group might experience failures or other malfunctions in its computer systems. The ATON Group might face liquidity risks. The ATON Group is subject to counterparty risks. The ATON Group might face an increase of tax burden as a result of on-going and future tax audits and potential changes in applicable tax regulations. The ATON Group is exposed to compliance risks. The ATON Group is subject to risks from legal and arbitration proceedings. Changes in accounting standards could have a material adverse effect on the ATON Group's financial condition. The ATON Group operates in many jurisdictions, in which it is confronted with complex legal and regulatory requirements; especially in emerging markets the legal systems are in varying stages of development. The ATON Group could be unsuccessful in adequately 17

18 protecting its industrial property rights and technical expertise. There is a risk that the ATON Group infringes industrial property rights of third parties. If AT Med Tech does not comply with the healthcare or other governmental regulations applicable to its businesses, AT Med Tech could be subject to civil or criminal penalties and excluded from government healthcare reimbursement programs in the United States and other countries, or its authorisation to conduct business could be terminated, either of which could result in a material decrease in its sales. Proposals for health care reform, or relating to regulatory approvals, or changes to legal practice, could decrease the ATON Group's total sales and operating profit. The realisation of any of the risks described above may affect the Guarantor's ability to fulfil its payment obligations under the Guarantee and/or lead to a decline in the market price of the Notes. D.3 Information on the key risks specific to the Notes The Notes may not be a suitable investment for all investors. The Notes do not have an established trading market and an active trading market for the Notes may not develop. The Notes will be structurally subordinated to indebtedness of the subsidiaries of the Guarantor. The Notes and the Guarantee restrict, but do not eliminate, the ATON Group's ability to incur additional debt, create liens or take other action that could negatively impact the Holders. Although the occurrence of specific change of control events will permit the Holders to require redemption or repurchase of the Notes, the Issuer may not be able to redeem or repurchase such Notes. The Terms and Conditions and the terms of the Guarantee, including the terms of payment of principal and interest, can be amended by a Holders' resolutions and any such resolution will be binding for all Holders. Any such resolution may effectively be passed with the consent of less than a majority of the aggregate principal amount of the Notes outstanding. In case of certain events of default, the Notes will only be redeemable if Holders of at least 10 per cent of the aggregate principal amount of the Notes then outstanding declare such Notes due and payable. Such declaration of acceleration may be rescinded by majority resolution of the Holders. Since no Holders' Representative will be appointed as from the issue date of Notes, it will be more difficult for Holders to take collective action with respect to the Notes and the Guarantee. It is possible that a Holder may be deprived in its individual right to pursue and enforce its rights under the Terms and Conditions if such right was passed on the Holders' 18

19 Representative. The market value of the Notes could decrease if the creditworthiness of the ATON Group worsens or is perceived to worsen. The Notes bear specific risks typical for fixed rate notes. The trading market for debt securities may be volatile and may be adversely impacted by many events. No assurance can be given as to the impact of any possible judicial decision or change of laws or administrative practices after the date of this Prospectus. The Notes are subject to exchange rate risks. A disposal of the Notes may become subject to a Financial Transaction Tax. If Notes are purchased by means of debt financing, investors are subject to credit risks. The Notes are subject to inflation risks. The Notes are subject to transaction costs and charges. The realisation of any of the risks described above may affect the Issuer's ability to fulfil its payment obligations under the Notes and/or the Guarantor's ability to fulfil its payment obligations under the Guarantee, and may lead to a decline in the market price of the Notes. Section E Offer Element E.2b Description of Element Reasons for the offer and use of proceeds Disclosure requirement The Issuer intends to use the proceeds to repay existing debt of the Group and to make on-loans to Group companies where the proceeds will be used to repay existing debt and for general corporate purposes. E.3 Terms and conditions of the offer Offering of the Notes: The Notes will be offered to institutional investors and retail investors in compliance with applicable public offer restrictions by the Joint Lead Managers during an offer period which will commence not earlier than 23 October 2013 and will be open until and including 20 November The Notes will be offered to the public in Austria, Germany, Luxembourg following the effectiveness of the notification of the Prospectus by the CSSF according to Article 18 of the Prospectus Directive and its relevant implementing measures. Pricing Notice: The final issue price of the Notes, the aggregate principal amount of Notes to be issued, the interest rate, the issue proceeds and the yield will be included in a pricing notice (the 19

20 "Pricing Notice") which will be filed with the CSSF and published on the website of the Group (www.aton.de) on or prior to the Issue Date of the Notes. Conditions of the offer: There are no specific conditions to which the offer is subject. Technical details of the offer: During the offer period investors may submit offers to purchase Notes to the Joint Lead Managers. In the case of an order prior to the determination of the pricing details, the investors shall specify at which price they would be prepared to purchase which amount of Notes. Following determination and notification of the pricing details the Joint Lead Managers will offer the Notes upon request in Austria, Germany, Luxembourg. Confirmation of offers placed by, and allotments to, investors: Each investor who has submitted an order in relation to the Notes and whose order is accepted by the Joint Lead Managers will receive a confirmation by electronic mail, fax or through commonly used information systems setting out its respective allotment of Notes. Delivery of the Notes to investors: Following the determination of the pricing details and confirmation which orders have been accepted and which amounts have been allotted to particular investors, delivery and payment of the Notes will generally be made within five business days after the date of pricing of the Notes and the confirmation of the allotment to investors. The Notes so purchased will be delivered via book-entry through the clearing systems and their depository banks against payment of the issue price of the Notes together with any fees and costs. E.4 Material interests in the offer There are no interests of natural and legal persons other than the Issuer, the Guarantor and the Joint Lead Managers involved in the issue, including conflicting ones that are material to the issue. The Joint Lead Managers will, pursuant to a subscription agreement to be signed on or about 5 November 2013 (the "Subscription Agreement"), agree to subscribe or procure subscribers for the Notes to be issued by the Issuer. The fees payable to the Joint Lead Managers in connection with the offering, placement and subscription of the Notes will be up to EUR 1,300,000. The Joint Lead Managers or their affiliates have provided from time to time, and expect to provide in the future, investment services to the Issuer, the Guarantor and their affiliates, for which the Joint Lead Managers or their affiliates have received or will receive customary fees and commissions. E.7 Estimated expenses charged to the investor Not applicable. Neither the Issuer nor the Guarantor will charge any costs, expenses or taxes directly to any investor. Investors must, however, inform themselves about any costs, expenses or taxes in connection with the Notes which are generally applicable in their respective country of residence, including any charges their own depository banks charge them for purchasing or holding securities. 20

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