Grounds Real Estate Development : Noteholdersof the corporate convertible note 2021/2024 (ISIN DE000A3H3FH2) resolve to extend the term of the notes by three years on modified terms

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The Grounds: Noteholders of the corporate convertible note 2021/2024 (ISIN DE000A3H3FH2) resolve to extend the term of the notes by three years on modified terms

Berlin, 19. December 2023, 9:07 - The noteholders of The Grounds Real Estate Development AG (The Grounds / ISIN: DE000A2GSVV5) have voted in a vote without a meeting with the required majority of at least 75% and the required quorum of 50% in accordance with the company's proposal to extend the term of the corporate convertible note 2021/2024 (ISIN DE000A3H3FH2) by three years with modified terms.

The following amendments to the terms and conditions of the notes were essentially resolved:

• extending the maturity of the notes by three years, with the option of a one-time extension by another two years to be granted to the issuer;

• increasing the interest rate to 8% p.a. for the extended maturity; in the event that the issuer exercises the extension option, the interest rate will increase to 10% p.a.;

• cancelling the conversion right;

• introducing the issuer's right to early termination and repayment of the notes up to 100% of the nominal amount until the end of the extended maturity (until 18 February 2027);

• adding an exception to the change of control definition for the buy-in of H.I.G. Capital so that it would fail to trigger a break option for the noteholders;

• adding a commitment for the issuer that limits distributions and mandates adherence to the debt-to-equity ratio.

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA