Noteholder voting 2021/2026 Notes

The second noteholders’ meeting of the holders of the 2021/2026 Notes (ISIN: DE000A3KRAP3) of Metalcorp Group S.A. (the “Company” and together with its subsidiaries the “Metalcorp Group”) in Frankfurt am Main passed the following resolutions with the required qualified majority of the votes cast:

• Item 1 – Appointment of Caledonian Management Consultants Ltd, represented by Dr. Carlos E. Mack, as common representative (approval of 99.90%);
• Item 2 – Conversion of the 2021/2026 Notes into purchase rights to subscribe for new notes as well as the conversion into new notes and equity instruments (approval of 99.81%);
• Item 3 – Deferral of interest payments (approval of 99.79%);
• Item 4 – Amendment to the default provisions pursuant to § 11 (1) (a) of the bond terms and conditions and an associated waiver of a termination right (approval of 99.75%).

Of the outstanding bonds with voting rights with a nominal value of EUR 300 million, bonds with a nominal value of EUR 124.003 million were represented, which corresponded to a presence of 41.33% and was therefore well above the required quorum of at least 25%.

With the resolutions passed on the 2021/2026 Notes, which correspond to the economic content of the resolutions passed by the holders of the 2017/2023 Notes (ISIN: DE000A3LQF45) in June of this year, the conditions for a consensual restructuring  of the Metalcorp Group (the “Transaction”) have been met, which now only requires legal implementation. The resolution now passed was also one of the closing conditions with regard to the resolutions of the holders of the 2017/2023 Notes. The Transaction is expected to be completed in February 2024 with the tender offer of the new bonds and the exchange of the existing bonds. The payment of the participation fee offered to the bondholders in connection with the noteholders’ meeting for the 2017/2023 Notes is also expected to take place upon completion of the Transaction.