Caterpillar Announces Voluntary Delisting from Euronext Paris

IRVING, Texas, Apr. 29, 2024 – Caterpillar Inc. (NYSE: CAT – Euronext Paris: CATR) (the “Company” or “Caterpillar”) today announced that, following a comprehensive review of the significantly low trading volume, costs and administrative requirements related to the listing of its common stock (ISIN US1491231015) on exchanges other than the New York Stock Exchange (“NYSE”), it requested the voluntary delisting of its shares from the regulated market of Euronext in Paris (“Euronext Paris”). This request has been approved by the Board of Directors of Euronext Paris S.A.

In addition, Caterpillar also plans on applying for the delisting of its shares from the SIX Swiss Exchange and anticipates such delisting will be effective prior to the end of 2024.

Following the delistings from Euronext Paris and the SIX Swiss Exchange, the common stock of Caterpillar will remain traded on the NYSE, Caterpillar’s primary listing exchange.

Holders of Caterpillar shares traded on Euronext Paris and held through the facilities of Euroclear France (the “CAT Euronext Shares”) will have the following options:

1.       Keep their CAT Euronext Shares. Shareholders will be able to trade on Euronext Paris through and including the trading day prior to the delisting date and only on the NYSE thereafter through the facilities of The Depositary Trust Company (“DTC”), subject to the terms applied by their financial intermediary and their custody arrangements; or

2.       Participate in a voluntary sales facility (described below) to sell all or a portion of their CAT Euronext Shares on the NYSE, in accordance with the rules and regulations of Euronext Paris.

Procedure of the Voluntary Sales Facility
Shareholders wishing to sell their CAT Euronext Shares on the NYSE via the voluntary sales facility should ask their financial intermediary to deliver their CAT Euronext Shares from May 3, 2024 to May 16, 2024 (inclusive) to Société Générale. Société Générale will be acting as the centralizing agent appointed by the Company for the sales facility, following the procedure described in a Euronext notice, which is expected to be published on April 30. 

The CAT Euronext Shares tendered to Société Générale will be sold beginning May 23 on the NYSE at the market price prevailing at the time of the sale. Société Générale, with the assistance of its broker, will calculate the average sale price of the CAT Euronext Shares sold during the sales period and transfer the sale proceeds (which will be converted into euros from U.S. dollars by Société Générale) to the participating shareholders once it receives the funds from its designated broker. 

Caterpillar will pay the centralization and brokerage fees and any applicable foreign exchange commission in connection with the sale on the NYSE of the CAT Euronext Shares sold pursuant to the voluntary sales facility.

Please note that no guarantee can be given by the Company or by Société Générale as to the price at which the CAT Euronext Shares tendered pursuant to the voluntary sales facility will actually be sold. This process is being provided solely as an accommodation to holders of CAT Euronext Shares.

Holders of CAT Euronext Shares may decide not to participate in the voluntary sales facility or may decide not to take any action, in which case no guarantee can be given to them on the terms that will be applied by their financial intermediary after the delisting from Euronext Paris. Shareholders are urged to consult their own investment advisors before making a decision to participate or not in this process.

The calendar for the sales facility and the delisting of the shares from Euronext Paris is as follows (it being specified that the Company reserves the right to amend this calendar):

Shareholders participating in the voluntary sales facility are reminded that they acknowledge and accept the risks related to the change in the share market price and/or applicable foreign exchange rates between the date on which their CAT Euronext Shares are delivered to Société Générale for participation in the voluntary sales facility and the receipt of the applicable average sale proceeds. All tenders of CAT Euronext Shares under the voluntary sales facility will be irrevocable.

Shareholders not participating in the voluntary sales facility may continue to trade their CAT Euronext Shares on Euronext Paris until and including May 27, 2024, under the usual terms and conditions of their broker.

The Company’s shares will be delisted from Euronext Paris on May 28, 2024.

Holders of CAT Euronext Shares may request any additional information from their custodian and usual financial intermediary, who have received the details of the delisting.

About Caterpillar
With 2023 sales and revenues of $67.1 billion, Caterpillar Inc. is the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. For nearly 100 years, we’ve been helping customers build a better, more sustainable world and are committed and contributing to a reduced-carbon future. Our innovative products and services, backed by our global dealer network, provide exceptional value that helps customers succeed. Caterpillar does business on every continent, principally operating through three primary segments – Construction Industries, Resource Industries and Energy & Transportation – and providing financing and related services through our Financial Products segment. Visit us at caterpillar.com or join the conversation on our social media channels at caterpillar.com/en/news/social-media.html. 

Caterpillar’s latest financial results are also available online:
https://investors.caterpillar.com/overview/default.aspx

https://investors.caterpillar.com/financials/quarterly-results/default.aspx (live broadcast/replays of quarterly conference call) Caterpillar investor relations contact: Ryan Fiedler, +1 224-551-4074 or [email protected]

Caterpillar media contact: Tiffany Heikkila, +1 832-573-0958 or [email protected]