CECONOMY : New Post-Pandemic Financing Structure (Englisch)

CECONOMY's

Post-Pandemic Financing Structure

18 June 2021

Disclaimer and Notes

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR OTHER COUNTRIES WHERE SUCH DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL.

The offering of the notes is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other security and shall not constitute an offer, solicitation or sale in the United States, Canada, Japan, Australia or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States or any other jurisdiction and the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws of other jurisdictions.

The securities referred to herein are not being offered to the public in the European Economic Area ("EEA") within the meaning of Regulation (EU) 2017/1129 (the ''EU Prospectus Regulation''). In member states of the EEA, this announcement is directed only at persons who are ''qualified investors'' within the meaning of the EU Prospectus Regulation. This announcement must not be acted on or relied on in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which this announcement relates is available only to qualified investors in any member state of the EEA.

The securities referred to herein are not being offered to the public in the United Kingdom within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the ''UK Prospectus Regulation''). In the United Kingdom, this announcement is only being distributed to and is only directed at persons who are ''qualified investors'' within the meaning of the UK Prospectus Regulation who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (as amended, the ''Order''), (ii)

are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) who are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom) (as amended, the ''FSMA'') in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as ''Relevant Persons'').

This announcement is directed only at (i) in the United Kingdom, persons who are Relevant Persons and (ii) in any member state of the EEA, persons who are qualified investors. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and qualified investors in any member state of the EEA.

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the ''Insurance Distribution Directive''), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the ''EU PRIIPs Regulation'') for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms

part of domestic law by virtue of the EUWA (the ''UK PRIIPs Regulation'') for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

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In May 2021, CECONOMY laid the foundation of its post-pandemic financing structure with new 1.06 €bn ESG-linked syndicated loan facilities

Financing structure

(in €m)

Existing RCFs with

participation of KfW

2,680

RCF - Tranche B	1,700
Maturity Dec 20211

			"Corona-Tranche"	New ESG-linked RCFs
						1,060
980
					Tranche A	353
						Term 3 + 1 + 1
Committed			RCF - Tranche C	355
430
bilateral credit		Maturity Jun 2022²
lines						Tranche B
		RCF - Tranche A	625		707
RCF - Tranche A
			Term 5 + 1 + 1
550		Maturity Jan 2024
Maturity Jan 2024
Pre-COVID-19			Current COVID-19 structure	New structure

11-year extension option at KfW's discretion. 2Automatically extends by one year if tranche B (1,700 €m) is extended.

New structure

• Aligned and signed with banks and will replace COVID-19 structure by ESG-linked RCFs with a 3y and a 5y term
• Volume will be slightly above pre-COVID- 19 level
• Will come into force as soon as CECONOMY can justify terminating the current KfW loan (on the company's sole discretion)
• RCF considered as pure back-up facility

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CECONOMY has further enhanced its post-pandemic financing structure by further diversifying its capital structure

New post-pandemic financing structure

(in €m)

		Commercial paper
		 For short-term funding
			Programme with a max. volume of 500 €m
Commercial paper		New ESG-linked syndicated RCF
500
		Serves as a back-up line
			Replaces existing syndicated RCF with
			participation of KfW, as soon as it is
			terminated at CECONOMY's sole discretion
1,060	New ESG-linked RCF		Includes an ESG component permitting the
	Group to improve its financing terms if the
			designated targets are achieved
500		Senior unsecured bond
		For general corporate purposes
Senior unsecured bond
		Strengthening the balance sheet

 For re-financing of promissory note

 Intended to compensate cash outflow from Convergenta transaction (cash component)

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CECONOMY further strengthens its financial flexibility with an extended, long-term maturity profile

Current financing structure

(in €m)

1,7001

50

	189		625
	3552
					12
'21	'22	'23	'24	'25	'26	'27

Existing RCF (incl. KfW)

Promissory note

11-year extension option at KfW's discretion. 2Automatically extends by one year if tranche B (1,700 €m) is extended. 3 With two one-year extension options.

New post-pandemic financing structure

(in €m)

500

							7073
			50
	189		3533		12
'21	'22	'23		'24	'25	'26	'27

New ESG-linked RCF

Senior unsecured bond

Promissory notes

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