EQS-Adhoc: Invitation to vote without a meeting of the bondholders of the 7.25% bond 2020/2023 of Cardea Europe AG

Invitation to vote without a meeting of the bondholders of the 7.25% bond 2020/2023 of Cardea Europe AG (ISIN DE000A3H2ZP5 )

The Management Board of Cardea Europe AG has resolved, with the consent of the Supervisory Board, to invite the bondholders of the 7.25% Bond 2020/2023 (ISIN DE000A3H2ZP5- "Cardea Bond") to a vote without a meeting. The subject of the resolution will essentially be:

• The extension of the maturity of the bond until 8.12.2028
• An Increase of the Coupon from 7.25% to 9.25%

The issuer is currently in negotiations for a refinancing of the bond and is convinced that it will be able to reach an agreement. However, as things stand at present, it is not yet clear when these negotiations will be concluded. Therefore, the Issuer is seeking to restructure the Bonds in parallel and asks the Bondholders to support it in this task. The restructuring is to be completed promptly with a view to the final maturity date.

Against the background of the bond maturing on 08 December 2023, the Issuer is essentially working on the following scenario for refinancing or restructuring the bond:

As a result of the acquisition by Luna Capital Partners SL, the Issuer will be renamed Luna Capital Partners AG and will shift its focus to becoming a specialist finance company serving the fintech sector.

The existing bond with a new maturity in December 2028 gives leeway for unforeseen delays in the conversion phase.

Voting without a meeting shall take place in the period from 16 October 2023, 00:00 hours (CEST) to 18 October - 2023, 24:00 (CEST) shall take place.

The corresponding invitation to vote is expected to be published on the website of Cardea Europe AG (https://cardea-eu.com) and in the Federal Gazette on 28 September 2023

1737381  28-Sep-2023 CET/CEST