SOWITEC group GmbH: As expected, voting without meeting falls just short of the required quorum; second noteholders’ meeting planned for 5 December 2023

Sonnenbühl, 14 November 2023 – SOWITEC group GmbH (“SOWITEC” or “Company”) announces that the voting without meeting regarding the bond 2018/2023 (ISIN: DE000A2NBZ21) did not reach the required quorum of 50% of the outstanding bond volume as expected despite an extraordinarily high participation rate for a first vote of 40.58% and therefore did not constitute a quorum. For this reason, the Company will invite the noteholders of the bond 2018/2023 to participate in a second noteholders’ meeting to be held on 5 December 2023 in Sonnenbühl in the form of a physical meeting. The invitation is expected to be published in the German Federal Gazette (“Bundesanzeiger”) and on the Company’s website www.sowitec.com/de/investor on 17 November 2023.

Frank Hummel, CEO of SOWITEC group GmbH: “We would like to thank the numerous noteholders who have already participated in the voting without meeting. We need a quorum of 25% for the second noteholders’ meeting in order to be able to implement the planned measures in favor of SOWITEC group GmbH and thus also our noteholders. We therefore ask all noteholders to participate actively in the second noteholders’ meeting.”

From today’s perspective, SOWITEC is not in a position to repay the bond 2018/2023 on the due date. The Company therefore calls on the holders of the bond 2018/2023 to support the restructuring process by participating in the second noteholders’ meeting. The proposed resolutions agreed jointly with SdK Schutzgemeinschaft der Kapitalanleger e.V. (“SdK”) include:

• the extension of the bond maturing on 8 November 2023 by three years until 8 November 2026;
• the waiver with regard to the exercise of termination rights under the notes pursuant to § 7 (a) (i) and (iii) of the bond terms and conditions and the waiver with regard to the exercise of termination rights pursuant to § 490 BGB;
• the election of a common representative of the noteholders;
• authorizations and obligations of the common representative;
• the amendment of the bond terms and conditions (§ 3 Interest);
• the amendment of the bond terms and conditions (§ 8 Distribution limitation);
• the amendment of the bond terms and conditions (§ 2 Status of the notes; collateralization and parallel obligation).

In addition, a financial obligation of the majority shareholder Frank Hummel is planned.

SOWITEC will reimburse participating bondholders of the bond 2018/2023 an amount of 0.5% of the outstanding nominal value registered for the second noteholders’ meeting, but at least EUR 75.00 per deposit, whereby the payment of the participation fee is subject to the condition that the required quorum of 25% of the outstanding notes is reached. Furthermore, payment will only be made after the resolutions have been implemented. The form for applying for the participation fee is available for download on the Company’s website at www.sowitec.com/de/investor. Holders of the bond 2018/2023 who have already applied for the participation fee as part of the voting without meeting are asked to complete and submit the form for requesting the participation fee for the second noteholders’ meeting again.

About SOWITEC:
As one of the leading global project developers for renewable energies, SOWITEC is active in 13 countries with a focus on the rapidly growing emerging and developing countries. With more than 140 employees, SOWITEC covers all areas of solar and wind power project development: from planning and design, yield and profitability calculations, construction support, sales and financing to technical and commercial management of wind and solar parks. More than 60 wind and solar projects developed by SOWITEC with almost 3,000 MW are currently in operation in eight countries.
www.sowitec.com

Contact:
Frank Ostermair, Linh Chung
Better Orange IR & HV AG
089/8896906-25
linh.chung@better-orange.de