Centrosolar Group AG / Key word(s): Restructure of Company 27.02.2014 20:19 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Munich, February 27, 2014. The creditors' committee of CENTROSOLAR Group AG today voted in favour of the cornerstones for a possible insolvency plan proposed by the Management Board. In essence, it envisages CENTROSOLAR Group AG continuing to trade through its participation Centrosolar America, Inc. CENTROSOLAR will consequently focus on the US solar market. That market is expected to see continuing growth. The two other participations that are not insolvent, Renusol GmbH and Centrosolar Grundstücksverwaltungs GmbH, are to be sold. Centrosolar Sonnenstromfabrik GmbH and Centrosolar AG, the former operational subsidiaries for the production and sale of modules in Europe, will be restructured outside this insolvency plan. These units will no longer be part of CENTROSOLAR Group AG. The previous shareholders will lose their status as owners and exit without compensation. Likewise, the subordinated loan will lapse. The non-subordinated creditors of CENTROSOLAR Group AG are to be satisfied as follows: on the one hand, any proceeds from the sale of the non-insolvent participations are to be distributed among the non-subordinated creditors. On the other hand all non-subordinated creditors will receive the company's shares through transfer. In return, the company's creditors will waive all their unsettled claims. The bond creditors, the financial creditors, the employees and the other equal-ranking creditors are treated equally for this purpose. The non-subordinated creditors are to receive one share per an amount claimed of EUR 132.67. For the bond creditors this translates into eight shares per each bond of a nominal value of EUR 1,000.-. The share price before implementation of the insolvency plan is not meaningful at all, since the existing shareholders will exit without compensation. To strengthen liquidity, a capital increase for cash is also to be effected. It will initially be offered for subscription to the previous non-subordinated creditors as new shareholders. To the extent that the latter do not exercise their subscription rights in full, existing shareholders will then likewise receive an opportunity to subscribe, and this way at least a degree of potential write-up within the scope that is acceptable under insolvency law. The insolvency plan's implementation depends on various legal and economic conditions being met. If a sale of the above participations should not succeed, the Management Board may also agree with creditors' committee and the insolvency administrator that these participations will continue to operate as part of CENTROSOLAR Group AG. To reduce costs, CENTROSOLAR Group AG as the holding company is being slimmed down significantly. The Management Board has already been reduced to one member. In addition, it is aimed to transfer the trading of the shares to a regulated unofficial market at a German stock exchange. As the next step, first a meeting of the bond creditors will be called for March 18, 2014. At this meeting, the bond creditors are to instruct the joint representative and give them a corresponding authorisation to vote at the creditors' meeting required under insolvency law. If that bond creditors' meeting on March 18, 2014 does not achieve the majority of 50 % of the bond capital that is required to pass a resolution, a second bond creditors' meeting will be called probably for early April 2014, at which a minimum presence of only 25 % is required. As soon as the vote has been passed by the bond creditors, easily the largest group of creditors, a creditors' meeting under insolvency law is to be called without delay to vote on the insolvency plan. That meeting will probably take place at the end of April 2014. If it approves the insolvency plan, the insolvency court confirms it and the insolvency plan becomes legally effective, it can be implemented from the end of May 2014. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: About CENTROSOLAR Group AG: The listed company CENTROSOLAR Group AG, Munich, (stock exchange code WKN A1TNS1) is a supplier of photovoltaic (PV) systems for roofs and key components. Its product range comprises solar integrated systems, modules, inverters and mounting systems. Over two-thirds of revenue is generated in North America. Fore information is available at www.centrosolar-group.com. For further information, please contact: MetaCom GmbH Georg Biekehör Tel.: +49 (0)6181 9828030 email: [email protected] 27.02.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Centrosolar Group AG Walter-Gropius-Str. 15 80807 München Germany Phone: +49 (0)89 20 1800 Fax: +49 (0)89 20 180 555 E-mail: [email protected] Internet: http://www.centrosolar-group.de ISIN: DE000A1TNS13, DE000A1E85T1, WKN: A1TNS1, A1E85T, Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------