DGAP-Adhoc: Centrosolar Group AG: Bond creditors approve conversion by a large majority

Centrosolar Group AG / Key word(s): Corporate Action

21.05.2013 13:21

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Munich, May 21, 2013. The bond creditors of the EUR 50,000,000 7 % bond
2011/2016 ('Bond' or 'Debentures') of CENTROSOLAR Group AG voted by a large
majority in favour of the proposed balance sheet reconstruction concept at
today's creditors' meeting. The resolution envisages that all bond
creditors transfer their Debentures to a bank acting as settlement agent
('Settlement Agent') for their contribution to CENTROSOLAR Group AG, and in
return, after the capital reduction, receive the right to acquire a total
of 5,500,000 newly issued shares in the company via the Settlement Agent
without further consideration ('Acquisition Right'). This means that if all
bond creditors exercise their pro rata Acquisition Right, they will each
receive 110 new shares in the company per Debenture with a nominal value of
EUR 1,000.00 (plus interest accrued) (110 new shares correspond to 2,750
shares before the capital reduction by a ratio of 25:1, to be approved at
tomorrow's Shareholders' Meeting).

The resolution of the creditors' meeting is binding for all bond creditors.
34,84 % of the outstanding Debentures were present at the meeting. A quorum
was thus reached. 99,18 % of the participating voting rights voted in
favour of exchanging all Debentures for the Acquisition Right. Dr Christian
Becker, lawyer, was in addition appointed as joint representative of all
bond creditors.

The implementation of the resolutions passed is subject, among other
things, to the approval of the shareholders at the Shareholders' Meeting on
May 22, 2013. As well as a capital reduction and the contribution in kind
of the bond and a subordinated loan, a capital increase for cash is to be
approved.

In the event of a positive vote by the Shareholders' Meeting of the
company, the measures are to be implemented in the second half of the year.
The Bond will remain tradeable on the free market of the Stuttgart Stock
Exchange (BondM trading segment) until a few days before the start of the
acquisition period for exercising the Acquisition Right (likely to be at
the end of the third quarter). The company will disclose the exact dates in
a separate announcement and on its website. Bond creditors can in addition
register via the company's website to receive information directly.

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Information and Explaination of the Issuer to this News:

About CENTROSOLAR Group AG:

The listed company CENTROSOLAR Group AG, Munich, (stock exchange code WKN
514850) is one of the leading suppliers of photovoltaic (PV) systems for
roofs and key components, with over 700 employees in Europe and North
America and annual revenue of EUR 189 million (2012) for the continuing
operations. Its product range comprises solar integrated systems, modules,
inverters and mounting systems. Over two-thirds of revenue is generated
internationally. There are CENTROSOLAR branches such countries as Italy,
France, Greece, Switzerland, the Netherlands, the UK, Canada and the USA.
CENTROSOLAR manufactures modules at a plant in Wismar (Germany). The module
production plant certified to DIN ISO 9001:2008 is one of the largest and
most efficient such plants in Europe, with an annual capacity of 350 MWp.

For further information, visit: www.centrosolar-group.com.

For more information, please contact: MetaCom GmbH, Georg Biekehör, tel.:
+49 (0)6181 9828030, e-mail: g.biekehoer@go-metacom.de

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Language: English
Company: Centrosolar Group AG
Walter-Gropius-Str. 15
80807 München
Germany
Phone: +49 (0)89 20 1800
Fax: +49 (0)89 20 180 555
E-mail: info@centrosolar.com
Internet: http://www.centrosolar-group.de
ISIN: DE0005148506, DE000A1E85T1,
WKN: 514850, A1E85T,
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, München, Stuttgart

End of Announcement DGAP News-Service

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