Ekotechnika management supports counter-motion with greater value appreciation potential for bondholders

Ekotechnika management supports counter-motion with greater value appreciation potential for bondholders

5 May 2015 Corporate News

Bondholders to benefit more strongly from value appreciation potential

• Management supports counter-motion

• Approval of large investors secured

Walldorf, 5 May 2015 – Ekotechnika GmbH has received a second counter-motion for agenda item 2 of the second bondholders' meeting of the holders of the Ekotechnika bond (ISIN: DE000A1R1A18) to be held on Wednesday, 6 May 2015. For the full wording of this counter-motion, please refer to the company’s website at https://www.ekotechnika.de/de/anleihe/zweite-glaeubigerversammlung.html (only available in German).

Published last night, the counter-motion filed by bondholder Markus Pfitzke is the result of several talks between Mr Pfitzke, the management of Ekotechnika GmbH and representatives of the shareholder, Ekotechnika Holding GmbH. It builds on the company’s proposed restructuring concept and grants the bondholders a much greater value appreciation potential than the proposal made by the company.

The counter-motion differs from Ekotechnika GmbH’s resolution proposal with regard to the following addition: In the context of the swap capital increase, bondholders shall receive voting preference shares (Series A) in a future Ekotechnika AG; these preference shares shall grant them a preferred share in the profit and the liquidation surplus. According to the proposal, bondholders shall participate in the distributable profit and, in the case of liquidation, in a potential liquidation surplus on a 62.5:37.5 basis against the shareholder, Ekotechnika Holding GmbH. For further details, please refer to the counter-motion published in German on the company’s website.

The preferred participation of the New Series A Shares in the profit and in a potential liquidation surplus shall be granted until the present bondholders achieve an appreciation in value of up to 75%. From that moment on, the Series B Shares will have an equal share in the profit and the liquidation surplus as the New Series A Shares.

The management has decided to support the counter-motion filed by Markus Pfitzke at the upcoming bondholders' meeting on 6 May 2015 as it puts the bondholders in a much better position. Several large investors or their representatives have already assured us that they will also support this counter-motion.

Bondholder Markus Pfitzke commented: "The past days have been quite stressful for all parties involved. I am therefore all the more pleased that the effort has paid off in the end and that we have been able to find a solution that is acceptable to all parties. I would like to thank Mr Dürr for his willingness to reach an agreement and Mr Bläsi for his commitment, which was very valuable all along the way. I am now optimistic about the bondholders' meeting and the vote and look forward to moving ahead with the company as a major shareholder."

Bondholders who will not attend the meeting on 6 May 2015 in person may choose to be represented by the company’s designated proxy or another proxy of their own choice.