Frequently asked questions (FAQs) published in March 2014

Transcription

1 Frequently asked questions (FAQs) published in March 2014 regarding the up to EUR 125,000, % bearer bonds 2010/2015 issued byd 3W Power S.A (previously named 3W Power Holding S.A.) (the "Company"). Notes: ISIN: DE000A1A29T7 / WKN: A1A29T With regard to potential questions of bondholders regarding the creditors' meeting on 9 April 2014 (the "Bondholders' Meeting") we would like to, by means of this document, make the following answers accessible to all bondholders. This is based on good corporate governance and without an acknowledgement of an actual legal obligation to do so. 1. What does the restructuring concept exactly look like? Can I see it before the Bondholders' Meeting? The main features of the operative restructuring as well as the financial restructuring concept, in particular with respect to the suggested bond restructuring, are presented in detail in the invitation published on 20 March 2014 in the Federal Gazette (Bundesanzeiger) and on the website of the Company. The bond restructuring provides essentially for an exchange of the (unsecured) bond into subscription rights in the new shares and a new secured bond and corresponds in its economic principles (including the new bond terms and conditions) to the negotiating result between the Company and major bondholders. Representatives of the Company who have been substantially expediting the ongoing restructuring of the Company's group since December 2013 will be, on the basis of a presentation document, reporting in the Bondholders' Meeting on the status of the restructuring of the Company's group and will be explaining the restructuring plan to be voted on regarding the bond in detail and will be available for questions and answers in this connection. It is planned, if applicable, to publish this presentation document before the Bondholders' Meeting and to make it accessible to the bondholders in this way. 2. Should I even participate in the Bondholders' Meeting? In order to constitute a quorum, at least half of the aggregate nominal amount of the outstanding bearer bonds of the bond must be represented. If this quorum is not reached, it is not possible to pass the proposed resolution

2 for bond restructuring in the Bondholders' Meeting. In the light of this, we recommend all bondholders urgently to participate in the Bondholders' Meeting. You can also be represented by a third party, if you cannot personally attend. In this connection, you may give authorisation to the proxy of the Company or a chosen third person who may participate in the Bondholders' Meeting in your place (see in this connection also the following clauses 9 to 11 as well as 6). 3. What happens if the necessary quorum for the Bondholders' Meeting passing a resolution is not reached? Will the Company nonetheless give a report in this case and be available for a Q&A session? If the necessary quorum in the Bondholders' Meeting is not reached, it is not competent to pass a resolution. If the chairman in the Bondholders' Meeting determines the lack of a quorum, the Company points out, that it intends, pursuant to section 15, para. 3 German Bond Act (SchVG) (probably for the end of April/beginning of May), to promptly convene a second Bondholders' Meeting for the purpose of passing a further resolution. This second Bondholders' Meeting is able to pass a resolution in relation to resolution subject 1 on the bond restructuring, if at least 25 per cent. of the outstanding bearer bonds are represented. We indicate now that the German Bond Act does not foresee any possibility beyond the second Bondholders' Meeting to provide for a third Bondholders' Meeting with a further easement regarding the requirement of a quorum. Even if the necessary quorum of at least 50 per cent. of the outstanding bearer bonds is not reached in the Bondholders' Meeting, representatives of the Company will hold a presentation on the ongoing restructuring and the restructuring proposal in respect of the bond and will be available for the following Q&A session. 4. Who is Team Treuhand GmbH, represented by Dr Thomas Hoffmann, and has it been selected as common representative? TEAM Treuhand GmbH is a company which belongs to the commercial law firm Noerr LLP and is actively involved in restructurings to protect creditors rights, e.g. as security trustee, facility agent or trustee shareholder of the debtor during the restructuring period. TEAM Treuhand is led by two partners at Noerr, one of whom is Dr Thomas Hoffmann, a certified lawyer who also heads Noerr s restructuring practice group. Thomas regularly represents creditor groups or single creditors and acts in complex restructurings. He is familiar with the planned bond restructuring concept and the proposed terms and conditions, and the request to act as common bondholder representative in connection with the implementation of such concept was made by major bond creditors. The Company followed this request by inserting the appointment of Team Treuhand GmbH with vesting of related authorities and powers in the proposed restructuring resolution.

3 5. Which competences would Team Treuhand GmbH have in its role as common representative? Team Treuhand GmbH would have, in addition to its statutory tasks and powers, the authority provided for as per restructuring resolution, to represent the bondholders in implementing and executing the restructuring resolution presented for voting under resolution subject 1 without however changing the economic parameters regulated in this restructuring resolution. Team Treuhand GmbH could as common representative of the Company demand all information which it requires for fulfilling the tasks transferred to it. In this respect, it has more information rights than the individual bondholders. Team Treuhand GmbH would have to report its activity to the bondholders. 6. Which role do Mr Nieding and One Square Advisory GmbH play? The Company informed Mr Klaus Nieding, Managing Partner of the law firm Nieding + Barth, Frankfurt am Main, and One Square Advisory GmbH, a restructuring consultancy company with a focus on complex, cross-border finance restructuring, who respectively both stood as candidates for the office of common representative at the end of 2013, of the restructuring concept and respectively commissioned them to be available to the bondholders for giving explanations and answering questions in this connection and for these purposes to actively approach the bondholders. Bondholders can also authorise Mr Nieding or One Square Advisory GmbH to represent them in the Bondholders' Meeting and/or in a possible second Bondholders' Meeting and to vote on the restructuring plan. 7. What would be the consequences of a valid and effective positive resolution on resolution subject 1 with a sufficient quorum and the required majority? Ifa resolution on resolution subject 1 is passed, the basis for the further implementation steps of the bond restructuring described in the invitation in detail would be set. 8. What would be the consequences if the majority of present bondholders disapproves the resolution subject 1? If the required quorum is reached in the Bondholders' Meeting (see in more detail on that below) and the respective resolution subject is disapproved by the majority of the present bondholders (see in more detail on that as well below), the proposed resolution on resolution subject 1 would be rejected. (a) Quorum

4 A resolution of the Bondholders' Meeting can only be adopted, if the required quorum is met. The Bondholders' Meeting will have a quorum and can resolve on agenda items, if the present bondholders represent at least half of the bond's issued nominal capital. If the quorum is met, the followingmajority requirements apply: (b) Majority requirements A valid resolution on the resolution subject 1 as set out under Section A. of the invitation to the Bondholders' Meeting dated March 2014 requires a majority of at least 75 per cent. of the voting rights present in the meeting (qualified majority) (cf. for each case 11(b) of the terms and conditions of the bond in conjunction with 5 para. 4 sentences 1 and 2 German Bondholders Act ). 9. How can a bondholder participate in the Bondholders' Meeting and exercise its voting rights? The bondholders have to register for the Bondholders' Meeting with the service provider, Haubrok Corporate Events GmbH. The registration has to be delivered at the latest by 6 April 2014 (receipt by 24:00 hours CEST). Otherwise the bondholders are neither entitled to attend the Bondholders' Meeting nor to exercise their voting rights ( 11(c)(i) of the terms and conditions of the bond in conjunction with 10 para. 2 SchVG). In this case, authorized representatives are also not entitled to do so. In addition, a proof of ownership of partial bonds of the bond as of the time of the vote is required (see in more detail under 12.). The related documents can be either delivered until the latest by 6 April 2014 (receipt by 24:00 hours CEST) via the same medium and to the same address as the registration to the service provider, Haubrok Corporate Events GmbH, or submitted at the latest at the admission to the Bondholders' Meeting. For further details with regard to registration and further required proof for participation in the meeting, we refer to Section B. of the invitation to the Bondholders' Meeting. 10. May a bondholder be represented in the Bondholders' Meeting by a proxy? Yes, each bondholder may be represented in the Bondholders' Meeting by a proxy ( 14 SchVG). The bondholder may choose such proxy freely. The proxy could e.g. be the depository bank or another discretionary third party (such as an acquaintance). The voting rights may be exercised by the proxy. The power of attorney and any instructions given to the proxy by the principal must be in text form as defined in 126b of the German Civil Code (BGB). A form that may be used for granting power of attorney is available for download on the website of the Debtor ( under the Section "3W POWER/AEGPS INVESTOR RELATIONS").

5 These documents can be either delivered until the latest by 6 April 2014 (receipt by 24:00 hours CEST) via the same medium and to the same address as the registration to the service provider, Haubrok Corporate Events GmbH, or submitted at the latest at the admission to the Bondholders' Meeting. To the extent this has not been done already together with registration, the proxy has to at the latest at admission to the Bondholders' Meeting submit the power of attorney and, in each case in appropriate manner, prove his identity and the status as bondholder of his principal. For further details with regard to the registration and further proof of the status as bondholder we refer to Section B. and C. of the invitation to the Bondholders' Meeting. Creditors who do not attend the Bondholders' Meeting in person and who do not wish to grant other discretionary third parties with power of attorney to do so, may grant power of attorney with voting instructions to the Company's proxy. A form that may be used for granting power of attorney and instructions to the Company's proxy is also available for download on the website of the Debtor ( under the Section "3W POWER/AEGPS INVES- TOR RELATIONS"). This power of attorney should be delivered at the latest by 6 April 2014 (receipt by 24:00 hours CEST) via the same medium and to the same address as the registration to the service provider, Haubrok Corporate Events GmbH. The Company's proxy is obliged to vote only as instructed. For further details with regard to the representation by the Debtor's proxy in the Bondholders' Meeting we refer to Section C.3 of the invitation to the Bondholders' Meeting. 11. What are the requirements for the special confirmation with blocking notice as per Section B.4 of the invitation to the Bondholders' Meeting? Section B.4 of the invitation to the Bondholders' Meeting deals in full detail and conclusively with the requirements for the special confirmation with blocking notice. A certification by the depository bank is required containing the full name and the full address of the creditor and the aggregate nominal amount of the partial bearer bonds credited to the securities account of such creditor maintained by such depository bank on the day of issuance of such certification. Besides eventual further formal requirements asked for by the depository bank, a blocking notice by the depository bank is also required, i.e. a notice stating that the partial bearer bonds of the bond held by the creditor in question are being held blocked by the depository bank at least until the end of the Bondholders' Meeting The issuance of such blocking notice requires or, better, has the result, that the respective partial bearer bonds of the bond are credited to the securities account and, for the entire period between the issuance of the blocking notice and the end of the Bondholders' Meeting, remain credited to this securities account. A form for the special confirmation with blocking notice, which can be used by the respective depository bank, is available for download on the website of the Debtor ( under Section "3W POWER/AEGPS INVESTOR RELATIONS").

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