Supplement No 2 dated 10 November 2016 to the Securities Prospectus dated 27 October 2016 for the public offering of 2,970,000 newly issued no-par value bearer shares (the New Shares ) from the capital increase against cash contribution resolved by the Shareholders Meeting on 5 September 2016 and of 297,000 existing no-par value bearer shares from the holdings of SUPERIOR Beteiligungen AG to cover potential over-allotments (the New Shares and these 297,000 shares together referred to as the Placement Shares ) and at the same time for the admission to trading of up to 9,207,000 no-par value bearer shares (the Admission Shares ) including up to 2,970,000 New Shares, all existing 5,940,000 no-par value bearer shares and up to 297,000 no-par value bearer shares that may be issued from authorized capital on the regulated market at the Frankfurt Stock Exchange (regulierter Markt an der Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post admission obligations (Prime Standard) of the Frankfurt Stock Exchange and of a part of the Admission Shares in the amount of up to 8,217,000 no-par value bearer shares (the HH-Admission Shares ) (being all Admission Shares except for 990,000 existing shares already admitted to trading on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an den Börsen Hamburg und Hannover) on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an der Börsen Hamburg und Hannover) each of the shares representing a proportionate amount of EUR 1.00 of the share capital of Aves One AG Hamburg, Deutschland and carrying full dividend rights as from 1 January 2016
- 2 - This supplement no 2 (the Supplement No 2 ) constitutes a prospectus supplement pursuant to Art. 16 of the Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 (the Prospectus Directive ) as amended by the Directive 2010/73/EC dated 24 November 2010 on the prospectus, to be published when securities are offered to the public or admitted to trading and the Directive 2001/34/EC is prepared for the purpose of a public offering of shares in the Federal Republic of Germany, in the Grand Duchy of Luxembourg and in Austria; it is supplemental to, and should be read in conjunction with, the prospectus dated 27 October 2016 (the Prospectus ) and the Supplement No 1 dated 3 November 2016 (the Supplement No 1 ) relating to the offer of 2,970,000 newly issued no-par value bearer shares (the New Shares ) and of 297,000 existing nopar value bearer shares from the holdings of SUPERIOR Beteiligungen AG to cover potential overallotments (the New Shares and these 297,000 shares together referred to as the Placement Shares ) and at the same time for the admission to trading of up to 9,207,000 no-par value bearer shares (the Admission Shares ), including up to 2,970,000 New Shares, all existing 5,940,000 nopar value bearer shares and up to 297,000 no-par value bearer shares that may be issued from authorized capital on the regulated market at the Frankfurt Stock Exchange (regulierter Markt an der Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post admission obligations (Prime Standard) of the Frankfurt Stock Exchange and of a part of the Admission Shares in the amount of up to 8,217,000 no-par value bearer shares (the HH- Admission Shares ) (being all Admission Shares except for 990,000 existing shares already admitted to trading on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an den Börsen Hamburg und Hannover) on the regulated market of the Hamburg and Hannover Stock Exchanges (regulierter Markt an der Börsen Hamburg und Hannover), each of the shares representing a proportionate amount of EUR 1.00 of the share capital of Aves One AG (the Issuer or the Company ) and carrying full dividend rights as from 1 January 2016. The Prospectus has been filed for approval with the Federal Financial Supervisory Authority ( BaFin ) on 27 October 2016 and the Supplement No 1 has been filed for approval with the Federal Financial Supervisory Authority ( BaFin ) on 3 November 2016. In accordance with Sec. 14 Subs. 2 No. 3a WpHG (German Securities Trading Act), the Prospectus of Aves One AG dated 27 October 2016 and the Supplement No 1 dated 3 November 2016 were published on the Company s website (www.avesone.com/kapitalerhoehung); this Supplement No 2 will be published there as well. In addition printed copies of the Prospectus, the Supplement No 1 and this Supplement No 2 are also available free of charges at Aves One AG, Große Elbstraße 45, 22767 Hamburg.
- 3 - Due to the fact Aves One AG recognized some material mistakes and some incorrectnesses (see II. Other Corrections ) in the Prospectus dated 27 October 2016, Aves One AG supplements the Prospectus as follows: I. Material Mistakes In Section III.3 Risks due to the Offering and Admission, risk factor h), page 85 f., fourth paragraph, the first sentence reads as follows: SUPERIOR Beteiligungen AG has obliged towards quirin bank AG to subscribe for New Shares at a total subscription price of EUR 1.8 million in the framework of the capital increase which is subject of the prospectus. The entry EUR 1.8 million is a material mistake and should read: EUR 6.0 million, thus, the forgoing sentence shall be replaced as follows: SUPERIOR Beteiligungen AG has obliged towards quirin bank AG to subscribe for (or have a third party to do so) New Shares at a total subscription price of EUR 6.0 million of the capital increase which is subject of the prospectus. In Section VI.3 Main Activities, page 118, penultimate sentence which so far reads: In 2015 Aves Group has acquired resale equipment for a total purchase price of EUR 4,109,282.03 is a material mistake because it was a sale within the Aves Group; thus this sentence on page 118 of the Prospectus shall be replaced as follows: In 2015 Aves Group has allocated equipment, which Aves Group already owned, to the Resale Equipment Business Segment by a sale within Aves Group for a total purchase price of EUR 4,109,282.03. In Section VIII.1 Capitalisation and indebtedness, page 157, the lines Other reserves and Capitalization (total) are as follows: Other reserves 3,277 21,209 Capitalization (total) 251,310 272,509 The figure 21,209 is a material mistake and should read: 17,942, the figure 272,509 is a material mistake and should read: 269,242, thus, the forgoing lines on page 157 of the Prospectus shall be replaced as follows:
- 4 - Other reserves 3,277 17,942 Capitalization (total) 251,310 269,242 In Section IX.7 Analysis of the capital structure, c) Financial debt, the last paragraph on page 192 (before the paragraph d) Short term liabilities ) reads as follows: Of the short-term debt as at 31 December 2015, direct investments accounted for 44% (previous year: 25%), institutional lenders 51% (previous year: 75%), banks 5% (previous year: 0%) and related parties 0% (previous year: 0%). At 30 June 2016, the share of direct investments in short-term financial debt was 67%, that of institutional lenders was 30%, of banks 1%, of related parties 0% and of other persons 2%. The entries 44% (previous year 25%) and institutional lenders 51% (previous year: 75%) are material mistakes and should read: 48% (previous year: 30%) and institutional lenders 48% (previous year: 69%), thus, the foregoing sentence shall be replaced as follows: Of the short-term debt as at 31 December 2015, direct investments accounted for 48% (previous year: 30%), institutional lenders 48% (previous year: 69%), banks 5% (previous year: 0%) and related parties 0% (previous year: 0%). At 30 June 2016, the share of direct investments in short-term financial debt was 67%, that of institutional lenders was 30%, of banks 1%, of related parties 0% and of other persons 2%. In Section XIII.2 Related Party Transactions, b), kk) Framework purchase, lease and buy-back agreement with BoxDirect AG, on page 263, the last sentence reads as follows: As of 31 December 2015 financial liabilities amounted to EUR 144.3 million and interest charges totaled EUR 5.8 million and at the date of the prospectus financial liabilities approximately amount to EUR 147.1 million and interest charges will approximately amount to EUR 5.6 million (each unaudited accounting figures). The entry 147.1 for financial liabilities is a material mistake and should read: 154, thus, the foregoing sentence shall be replaced as follows:
- 5 - As of 31 December 2015 financial liabilities amounted to EUR 144.3 million and interest charges totaled EUR 5.8 million and at the date of the prospectus financial liabilities approximately amount to EUR 154 million and interest charges will approximately amount to EUR 5.6 million (each unaudited accounting figures). In Section XIII.2 Related Party Transactions, c), cc) Framework purchase, lease and buy-back agreement with BoxDirect Vermögensanlagen AG, on page 265, the second sentence reads as follows: At the date of the prospectus related receivables amounted up to EURk 219 (unaudited accounting figure). The entry EURk 219 is a material mistake and should read: EURk 5,058, thus, the foregoing sentence shall be replaced as follows: At the date of the prospectus related receivables amounted up to EURk 5,058 (unaudited accounting figure). In Section XIII.2 Related Party Transactions, c), dd) Framework purchase, lease and buy-back agreement with BoxDirect AG, on page 265, the second sentence is as follows: At the date of the prospectus related receivables amounted to approx. EUR 1.7 million (unaudited accounting figure). The entry EUR 1.7 million is a material mistake and should read: EUR 3.9 million, thus, the foregoing sentence shall be replaced as follows: At the date of the prospectus related receivables amounted to approx. EUR 3.9 million (unaudited accounting figure). II. Other Corrections In Section VI.6 Main Agreements, c), bb) Main agreements which fall outside the normal business activities on page 144 under the headline Strategic and Financial Advisory Service Agreement with DVBCF the description of the agreement is incomplete; before the sentence which starts with According to the agreement the completion fee has to be paid the following sentence shall be inserted: The total amount of fees shall in no case amount to less than EUR 1 million.
- 6 - In Section VI.6 Main Agreements, a) Main agreements within the scope of normal business activities, cc) Container Management Agreements on page 138 under the headline Container Management Service Agreement between BSI Blue Seas Investment GmbH and Florens Management Services (Macao Commercial Offshore) Limited ( Florens Macao ), the second sentence reads as follows: In this agreement, Florens Macao undertakes to manage 15,906.5 of CEU of containers in its own name for the account of BSI Blue Seas. The entry 15,906.5 of CEU is incorrect and should read: 87,224.0 of CEU, thus, the foregoing sentence shall be replaced as follows: In this agreement, Florens Macao undertakes to manage 87,224.0 of CEU of containers in its own name for the account of BSI Blue Seas.
- 7 - DECLARATION OF LIABILITY Aves One AG, with its head office in Hamburg, Germany - business address Große Elbstraße 45, 22767 Hamburg - is responsible for the correctness of the information contained in this Supplement No 2 and declares that it has taken all reasonable care to ensure that such is the case, the information contained in this Supplement No 2 is, to the best of the knowledge of the Issuer, in accordance with the facts and contains no omission likely to affect its import. In accordance with Sec. 16 Subs. 3 WpPG, investors who have already agreed to purchase or subscribe for the shares before this Supplement No 2 is published have the right, exercisable within two working days after the publication of this Supplement No 2, to withdraw their acceptances, as long as the new fact or the incorrectness according to Sec. 16 Subs. 1 WpPG have occurred before the final closing of the public offer and before the delivery of the shares. The withdrawal does not have to be explained and has to be declared in text form to Aves One AG, Große Elbstraße 45, 22767 Hamburg. The timely dispatch shall be sufficient to observe the deadline. Germany, 10 November 2016 Aves One AG
U-1 Hamburg, 10 November 2016 Aves One AG signed Henrik Christiansen Management Board signed Jürgen Bauer Management Board
U-2 Berlin, 10 November 2016 quirin bank AG signed Holger Clemens Hinz Managing Director signed Carsten Peter Director