Photon Energy N.V. Bond 21/27 (ISIN: DE000A3KWKY4): Signs of a crisis are mounting. What can investors do? Invitation to video conferences (German/English)

Photon Energy N.V. Bond 21/27 (ISIN: DE000A3KWKY4): Signs of a crisis are mounting. What can investors do? Invitation to video conferences (German/English)

The financial situation at Photon Energy N.V. continues to deteriorate. The 6.50% Photon Energy N.V. Bond 2021/2027, with ISIN DE000A3KWKY4 / WKN A3KWKY, is particularly affected. Schirp Schmidt-Morsbach Rechtsanwälte PartG mbB is therefore calling on bondholders to safeguard their interests and not to allow themselves to be prematurely persuaded by the issuer into making decisions that could cause serious damage to bondholders.

This year has seen a spate of negative reports concerning Photon Energy.

-    The interest payments due on 23 February and 23 May for the first and second quarters of 2026 have not been made, but have been deferred indefinitely. The interest payment due on 23 August for the third quarter of 2026 is also set to be deferred. The issuer states that the reason for this is to conserve liquidity so as not to jeopardise its ongoing business operations. Whilst this may be true, it completely disregards the interests of the bondholders, as they too are dependent on the obligations owed to them being met.

-    The deadline for the submission of the 2025 annual accounts could not be met; the issuer has also postponed this to a later date. This deprives bondholders of a key source of information that would have enabled them to better understand the true situation at Photon. There is a complete lack of transparency. Investors are being kept in the dark.

-    In the issuer’s announcement of 30 July 2026, bondholders are invited to vote by written circular resolution on preparatory restructuring measures. Among other things, a joint representative is to be elected who will be able to exercise far-reaching powers on behalf of the bondholders. Furthermore, an independent assessment of the issuer’s overall business is to be carried out, the outcome of which will determine the next steps in the restructuring process.

-    Once the independent assessment of the issuer’s overall business is available – or at the latest by that time – there is a risk that bondholders will be required to make substantial concessions. These could go as far as a ‘haircut’, i.e. a significant write-down of the bond value.

Why all this is particularly worrying:

-    At Photon Energy N.V., there is a conflict of interest between the equity and debt sides of the balance sheet. A large proportion of the equity is still held by the founding shareholder, Georg Hotar, who continues to manage the company to this day. The equity holders, including Mr Hotar himself, have an interest in shedding the burden of debt as much as possible and thus restructuring the company without having to make significant contributions themselves. The easiest way to achieve this is by forcing bondholders to accept substantial write-downs, whilst the equity side remains largely unscathed.

-    Investors receive no information. There has been no proper investor relations dialogue for a long time. The management leaves the most urgent enquiries unanswered. Not even the annual accounts for 2025 have been presented, although they are long overdue under Dutch law.

-    At present, investors are expected to consent to their own disempowerment by transferring key rights to a joint representative whom, to make matters worse, they cannot even choose themselves. Instead, the management has put forward a candidate who is under fire for his conduct in relation to another bond (Windreich AG) and is even facing a vote of no confidence there. Investors are not being given the opportunity to put forward their own candidate. Nor do investors have any influence over the selection of the advisers who are to carry out the independent company valuation.

-    Added to this are straightforward legal errors on the part of the issuer, which demonstrate how little regard is paid to investors’ interests and legal standards. The latest comprehensive information and the invitation to vote were sent in English, even though the terms of the bond stipulate that German must be used. A lump-sum fee is envisaged for the joint representative of the bondholders, even though the Federal Court of Justice has just prohibited this in a recent ruling (BGH, order of 16 October 2025 – XI ZB 10/24). This approach, too, is hardly conducive to fostering confidence amongst investors.

Schirp Schmidt-Morsbach Rechtsanwälte PartG mbB has been in contact with several major bondholders of the 6.50% Photon Energy N.V. 2021/2027 bond since June last year, with a view to preparing possible measures to protect the bondholders. In light of recent developments, the firm now considers a prompt and coordinated approach to be urgently required, and, above all, coordination amongst the bondholders themselves.

As a first step, we would like to offer bondholders a forum where they can obtain independent expert advice on the current situation. For this reason, we invite you to the following video conferences:

Video conference on Monday, 17 August 2026 at 5.00 pm, in German, via the following link:

https://us06web.zoom.us/j/86002369552?pwd=cnUah1lWuVeteRYtDNd3CvmIqBZgBE.1&ampDeviceId=5e9adee0-1a83-46ac-8a0e-ed7e700a8c0c&ampSessionId=1786109632781&ampDeviceId=5e9adee0-1a83-46ac-8a0e-ed7e700a8c0c&ampSessionId=1786109632781&_gl=1*uqfog8*_gcl_au*MTkwMjQ1NTI2Mi4xNzg1MjI4NjEx*_ga*Njk0MDc4MzgyLjE3MzYyNTMwMjA.*_ga_L8TBF28DDX*czE3ODYxMDk2MzEkbzU5JGcxJHQxNzg2MTA5NzYyJGo1OCRsMCRoMA..

Video conference on Tuesday 18 August 2026 at 5 pm, in English, via the following link:

https://us06web.zoom.us/j/89191061468?pwd=IDMKGmqtw1NqeoHUBsvIKzOAadSBJ0.1&ampDeviceId=5e9adee0-1a83-46ac-8a0e-ed7e700a8c0c&ampSessionId=1786109632781&ampDeviceId=5e9adee0-1a83-46ac-8a0e-ed7e700a8c0c&ampSessionId=1786109632781&_gl=1*1jwoi5k*_gcl_au*MTkwMjQ1NTI2Mi4xNzg1MjI4NjEx*_ga*Njk0MDc4MzgyLjE3MzYyNTMwMjA.*_ga_L8TBF28DDX*czE3ODYxMDk2MzEkbzU5JGcxJHQxNzg2MTEwMzU5JGo1OCRsMCRoMA..

The video conferences will discuss all the options available to investors. Alongside the lawyers from the law firm Schirp Schmidt-Morsbach, the respected financial journalist Christian Schiffmacher will comment on the current situation.

About Schirp Schmidt-Morsbach Rechtsanwälte PartG mbB

The partners at Schirp Schmidt-Morsbach Rechtsanwälte PartG mbB have been practising law since 1994 and specialise in banking and capital markets law. In bond restructuring cases, the firm has repeatedly acted as Joint Representative, including in the Infinus and René Lezard proceedings. Furthermore, the firm has experience in dealing with restructuring scenarios where, in its view, investors’ interests have not been adequately taken into account, such as in the Sympatex/Smart Solutions bond case.

The firm is also active in the field of capital markets law collective proceedings. It is currently representing more than a thousand of its own clients in connection with the Wirecard/EY case. Furthermore, the firm represents the court-appointed lead claimant in the pending KapMuG proceedings before the Bavarian Higher Regional Court and thus bears responsibility in proceedings involving more than 50,000 active parties.

Contact

Dr Wolfgang Schirp, Solicitor

Schirp Schmidt-Morsbach Rechtsanwälte PartG mbB

Kantstraße 149

10623 Berlin

Tel.: +49 179 5320213

Email: schirp@schirp.com

Website: www.schirp.com

Securities discussed

Photon Energy N.V. 2021/2027 Bond

ISIN: DE000A3KWKY4

WKN: A3KWKY

Photon Energy N.V. Share

ISIN: NL0010391108

WKN: A1T9KW