Invitation to the Extraordinary General Meeting

Invitation to the Extraordinary General Meeting

The Shareholders of Advanced Digital Broadcast Holdings SA are invited to attend the Extraordinary General Meeting which will take place on 20 March 2015, at 10:00 am, at the Company premises located at Avenue de Tournay 7, 1292 Chambésy (GE), Switzerland.

Agenda

1. Amendments to the Articles of Association

The Board of Directors proposes to modify the Articles of Association in view of the planned delisting of the Company. The main amendments relate to (i) amendment to the purpose of the Company in order to authorize the grant of upstream guarantees, (ii) transfer of the seat of the Company to Bellevue (GE), (iii) cancellation of the authorized share capital article, (iv) cancellation of the share transfer restrictions, (v) removal of the articles introduced in application of the Ordinance against Excessive Compensation

with respect to Listed Stock Corporations (ORAb), as set forth in the Annex.

2. Authorization for the Company to enter into an upstream guarantee agreement

The Board of directors proposes the shareholders' meeting to approve the upstream guarantee that the Company will provide in favor of the major shareholder of the Company, 4T SA, and to enter into the guarantee agreement concluded between the Company, 4T SA and a bank financing 4T SA and the distributions related thereto.

3. Miscellaneous

A personal invitation to the Extraordinary General Meeting with an admission card shall be sent to any Shareholder who will request it at [e-mail]. Only the Shareholders validly registered with voting rights in the share register of the Company as of 10 March 2015 shall be entitled to vote. No new Shareholder shall be registered in the share register between 11 March 2015, and 20 March 2015. Shareholders who cannot attend the Extraordinary General Meeting in person can elect to be represented by another Shareholder validly registered in the share register with voting rights or by Maître Bénédict de Candolle, Rue Rodolphe Toepffer 5, 1206 Geneva, Switzerland, the independent representative, with the meaning of Article 689c CO and articles 8 ff. ORab. Chambésy, 27 February 2015

The revised Articles can be seen on the company website together with the EGM invitation.

English Version provided for convenience - French Version Prevails

This press release and further information on ADB Group can be found on the Group's website at www.adbholdings.com

For further information please contact:

Tina Nyfors, IR/Group Communications

Tel: [phone]

[e-mail]

-end-

About ADB Group (SIX: ADBN)

ADB Group (www.adbholdings.com) was founded in 1995 and is a leading developer and supplier of solutions required to view and interact with digital TV broadcast through cable, satellite, terrestrial and IP networks, as well as products and systems for broadband data communication business. The Group today sells a broad range of products and services, including connected home multimedia solutions, software, consumer premises devices, consulting and engineering services and after sales services for digital pay-TV broadcast operators and broadband network operators. The Group's sales are conducted through the brand of ADB (www.adbglobal.com), and the trademarks of i-Can, Epicentro and Carbo.

This press release contains forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements due to various factors, among which:

• future developments of the world digital TV and broadband markets, in particular the future demand for digital TV and broadband products in the key markets and from key customers served by our Group;
• pricing pressures, competitive market situation;
• our and the industry's capability to successfully and timely innovate and develop challenging technology, and our capability to hire and retain high-level employees;
• changes in the exchange rates between the US$ and the main other operating currencies of the Group, including the Euro, Swiss Franc and the Polish Zloty;
• our ability in an intensive competitive environment, to continue securing orders from existing or new customers and to achieve our pricing expectations for products for which we have or are currently investing into development;
• the ability of our suppliers to meet our demands for supplies, qualitatively or quantitatively, and to offer competitive pricing;
• our gross margin could vary significantly from expectations based on changes in revenue levels, product mix and pricing, changes in unit costs, and the timing and execution of shipments ramp-ups;
• changes in the economic, tax, social or political environment, including import and other duties, military conflict, terrorist activities, as well as natural events such as severe weather, health risks, epidemics or earthquakes in the countries in which we, our key customers and our suppliers operate;
• our ability to obtain required licenses on third-party intellectual property on reasonable terms and conditions, the impact of potential claims by third parties involving intellectual property rights relating to our business, and the outcome of potential related litigations;
• the results of actions by our competitors, including new product offerings and our ability to react thereto.

Advanced Digital Broadcast Holdings SA undertakes no obligation to publicly update or revise any forward-looking statements. Advanced Digital Broadcast Holdings SA reserves the right to amend the information at any time without prior notice.

The information contained in this press release may not be considered as being a substitute for economic, legal, tax or other advice and you are cautioned to base investment decisions or other decisions on the content of this release. You are recommended to consult your investment advisers or other advisers prior to making any decision.

This press release is not an offer of securities for sale or a solicitation to invest in Advanced Digital Broadcast Holdings SA securities. In particular, it is not an offer of securities for sale in the United States of America, its territories and possessions. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Advanced Digital Broadcast Holdings SA does not intend to register its securities in the United States of America.

Invitation (PDF)

Provider		Channel		Contact
Tensid Ltd., Switzerland www.tensid.ch		newsbox.ch www.newsbox.ch		Provider/Channel related enquiries [e-mail] [phone]