VTG : Aktiengesellschaft expands its market position with the definitive agreement to acquire the NACCO Group - the fleet is growing by 14,000 freight cars

Press Release

VTG Aktiengesellschaft expands its market position with the definitive agreement to acquire the NACCO Group - the fleet is growing by 14,000 freight cars

- VTG AG reaches a definitive agreement to acquire CIT Rail Holdings (Europe) SAS owner of the NACCO Group

- Fleet is growing from over 80,000 to more than 94,000 railcars worldwide

- Revenue growth of EURO 120 million and EBITDA growth of EURO 100 million expected from 2018 on

- Financing by a senior loan and a privately placed hybrid bond

- Further diversification of the VTG portfolio by NACCO fleet

- Increased presence in Europe through expanded network

- Closure of the transaction to be expected in the fourth quarter of 2017

Hamburg, July 01, 2017. VTG Aktiengesellschaft (WKN: VTG999), one of the leading railcar leasing and rail logistics companies in Europe, reached a definitive agreement to acquire CIT Rail Holdings (Europe) SAS and the associated NACCO Group, the fourth largest private rental company of rail freight cars in Europe. With this transaction, VTG is further expanding its market position as one of the largest private railcar leasing companies in Europe with a fleet of then more than 94,000 railcars. The newly acquired fleet will further diversify the VTG portfolio, while offering greater availability to customers.

'With the agreement to acquire CIT Rail Holdings SAS, we are strengthening our market position in Europe sustainably,' explains Dr. Heiko Fischer, CEO of VTG. 'With the NACCO fleet, we are offering our customers an even greater and more differentiated portfolio and an even stronger presence in Europe. As a result, we are positioning ourselves as an efficient, forward-looking partner on the rail. We will also equip the NACCO fleet with the VTG-Connector in the coming years, thus creating a unique network of digital freight cars in the market and in Europe. We are opening up new customers, new markets and securing our growth as VTG in the coming years ', Fischer continues.

CIT Rail Holdings (Europe) SAS is headquartered in Paris and is a wholly owned indirect subsidiary of CIT Group Inc. and currently has about 14,000 railcars in Europe with the NACCO Group. The main markets are in France, Germany, Austria and Eastern Europe. The fleet includes a well-balanced portfolio of different freight cars from all major segments.

VTG expects a purchase price of approximately EUR 780 million plus all investments made by the NACCO Group in rail freight cars between January 1 2017 and closing date which could sum up to EUR 140 million. The company intends to finance the transaction via a senior loan of up to EUR 500 million, a privately placed hybrid bond of approximately EUR 300 million and the assumption of existing net debt of approximately EUR 120 million. It is envisaged to refinance the privately placed hybrid bond via the capital market, potentially via a rights issue for the increase of VTG's capital from the authorized capital.

Depending on the investments in railcars made by NACCO in 2017, VTG expects a sales contribution of approximately EUR 120 million from the acquisition in the year 2018 and an EBITDA contribution of approximately EUR 100 million before transaction and integration costs, including significant synergies.

The transaction is subject to customary closing conditions, consents and approvals, in particular, the clearance of the transaction by the competent antitrust authorities. The transaction is expected to be closed in the fourth quarter 2017.

About VTG:

VTG Aktiengesellschaft is one of Europe's leading railcar leasing and rail logistics companies, with a fleet consisting of more than 80,000 railcars. VTG offers a full-range service, providing tank cars, standard freight cars, intermodal cars and sliding wall railcars. In addition to the leasing of railcars, the Group offers comprehensive multi-modal logistics services, mainly around rail transport, and global tank container transports.

With the combination of its three interlinked divisions Railcar, Rail Logistics and Tank Container Logistics, VTG offers its customers a high-performance platform for international transport of their freight. The Group has many years of experience and specific expertise, in particular in the transport of liquid and sensitive goods. Its customers include numerous well-known companies from almost every industrial sector, for example the chemical, petroleum, automotive, paper and agricultural industries.

In the financial year 2016, VTG generated revenue of EUR 987million and operating profit (EBITDA) of EUR 345 million. Via its subsidiaries and affiliates the company, which has its head office in Hamburg, is mainly present in Europe, North America, Russia and Asia. As at 31 December 2016, VTG had 1,443 employees worldwide in consolidated companies. VTG AG is listed on the official Prime Standard market of the Frankfurt Stock Exchange and also on the SDAX (WKN: VTG999).

Press contact:

Gunilla Pendt

Head of Corporate Communications

Telephone: +49 (0) 40 23 54-1341

Fax: +49 (0) 40 23 54-1340

E-mail: gunilla.pendt@vtg.com

Investor relations contact:

Christoph Marx

Head of Investor Relations

Telephone: +49 (0) 40 23 54-1351

Fax: +49 (0) 40 23 54-1350

E-mail: christoph.marx@vtg.com

More information at www.vtg.com