Ekosem-Agrar: Resolutions of the noteholders' meetings are executed – changes to the bond conditions thus effective

Ekosem-Agrar: Resolutions of the noteholders' meetings are executed – changes to the bond conditions thus effective

1 December 2022 Corporate News

Walldorf, 1 December 2022 - Ekosem-Agrar AG, the German holding company of Russian milk producer EkoNiva group, announces that the resolutions of the two noteholders' meetings held on 30 and 31 May 2022 have been implemented. The central securities depositary has confirmed that the terms and conditions of the ESA bonds 2019/2029 (ISIN: DE000A2YNR08) and 2012/2027 (ISIN: DE000A1R0RZ5) have been amended in accordance with the resolutions passed. Based on our experience, the conversion of the information on the stock exchange and bank pages will take a few days. The amendments to the bond terms and conditions had been approved by the bondholders with a large majority.

The changes to the conditions essentially include the reduction of the interest rates to 2.5 % p.a. and a maturity extension by five years in each case. However, the difference between the original interest rate and the interest rate reduced to 2.5 % p.a. is paid out at maturity in addition to the nominal repayment amount. If the company redeems the respective bond earlier than the new maturity date, this payment is gradually reduced. For the reduced interest rate of 2.5 %, there is a deferral arrangement involving the joint representative and the members of the noteholders' advisory committee. This option has already been exercised for both bonds in the current year. Regarding the repayment option in the event of a change of control, the quorum for the effectiveness of the exercise of the option was increased to 51%.

The resolutions of the noteholders' meetings, which had already been passed in May, could only be executed now, as a bondholder had filed an action for annulment. In this case, however, the Higher Regional Court of Karlsruhe issued a release order and determined that the action for annulment against the resolutions of 31 May 2022 was obviously unfounded and therefore does not prevent the execution of the resolutions.

The amended bond terms are available on the Company's website at https://www.ekosem-agrar.de/en/investor-relations/bonds/bond-2012-22/ (ESA bond 2012/2027) and https://www.ekosem-agrar.de/en/investor-relations/bonds/bond-2019-24/ (ESA bond 2019/2029).

About Ekosem-Agrar

Ekosem-Agrar AG, Walldorf, is the German holding company of the EkoNiva Group, one of Russia’s largest agricultural companies. With a herd of more than 220,000 cattle (including over 110,000 dairy cows) and a milk output of more than 3,300 tons of raw milk per day, the company is the country's largest milk producer. The group controls an agricultural area of approximately 630,000 hectares and is also one of Russia's leading seed producers. The founder and CEO of the company is Stefan Dürr, who has been active in Russian agriculture since the late 1980s and has played a key role in its modernization over the past three decades. In 2009, he was awarded the Federal Cross of Merit for his services to the German-Russian agricultural dialogue. The group of companies has around 13,000 employees in nine administrative regions in Russia. Ekosem-Agrar generated operating revenue of EUR 565 million and adjusted EBITDA of EUR 167 million in fiscal 2019.

Ekosem-Agrar Contact

Irina Makey // Ekosem-Agrar AG // Johann-Jakob-Astor-Str. 49 // 69190 Walldorf // T: +49 (0) 6227 3585 919 // E: irina.makey@ekosem-agrar.de

Press / Investor Relations

Fabian Kirchmann, Jonas Schneider // IR.on AG // T: +49 (0) 221 9140 970 // E: presse@ekosem-agrar.de