DGAP-News: publity AG / Key word(s): Bond/Corporate Action Request for Vote Convertible Bonds 08.05.2018 / 19:20 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NON-BINDING CONVENIENCE TRANSLATION Important: This translation of the Request for Vote (Aufforderung zur Stimmabgabe) (the German version of which was published in the German Federal Gazette (Bundesanzeiger) and on the issuer's website on 8 May 2018) from German into English is a non-binding convenience translation and is not a substitute for the original German version. The accuracy or completeness of this translation is not guaranteed. publity AG Leipzig Federal Republic of Germany Convertible bond of publity AG 2015/2020 ISIN: DE000A169GM5 / WKN: A169GM VOTE WITHOUT MEETING Request for Vote by publity AG with registered office in Leipzig, registered with the Commercial Register of the local court of Leipzig under HRB 24006 and with business address at Landsteinerstrasse 6, 04103 Leipzig, Federal Republic of Germany (hereinafter also referred to as the "Issuer" or the "Company"), with respect to the up to EUR 50,000,000.00 3.5% Convertible Notes of publity AG due on 17 November 2020 ISIN: DE000A169GM5 / WKN: A169GM (in total referred to as the "publity-Bond"), divided into up to 50,000 bearer notes in the denomination of EUR 1,000.00 each and a conversion right into ordinary registered shares (no-par value shares) of the Issuer (each a "Note" and together the "Notes"). The Issuer hereby requests the holders of the Notes of the publity-Bond (each a "Noteholder" and together the "Noteholders") to vote in a Vote without Meeting within the time period beginning on Wednesday, 30 May 2018, at 0:00 hours (CEST), and ending on Friday, 1 June 2018, at 24:00 hours (CEST), by submitting their votes to the Notary Dr. Johannes Beil, with official office in Hamburg ("Vote without Meeting"; the request to vote in the Vote without Meeting is referred to as the "Request for Vote"). Important Notice Holders of the Notes of the publity-Bond should take note of the following information. The publication of this Request for Vote does not constitute an offer. In particular, the publication does not constitute a public offer to sell nor an offer or solicitation to acquire, purchase, or subscribe for, notes or other securities. Such an offer will only be made later, when certain closing conditions as described in detail in this Request for Vote are fulfilled, and exclusively by and on the basis of a prospectus to be approved by the German Federal Financial Supervisory Authority ("Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin") and published when the proposed resolutions are adopted and come into effect. Only the approved securities prospectus will contain the information for investors that is required by law. The following preliminary remarks of this Request for Vote (see section I below) have been voluntarily prepared by the Issuer in order to explain the reasons for the resolutions and the specifically proposed resolutions to the Noteholders. Neither the Issuer nor any of its legal representatives, employees, advisors and agents, nor any other person guarantee or warrant the accuracy and completeness of the information contained therein. The relevant statements are by no means to be understood as a complete basis for the voting behavior of the Noteholders. The Issuer does not assume any liability that the preliminary remarks contained in this Request for Vote contain all of the information that is necessary or appropriate for a decision on the proposed resolutions. Each Noteholder should base its decision on the vote on the proposed resolutions in the Vote without Meeting not solely on the basis of this Request for Vote, but by considering all of the available information about the Issuer after consulting its own legal, tax and/or financial advisors. This Request for Vote has, in its German version, been published in the Federal Gazette and on the website of the Issuer (http://www.publity.de/en) since 8 May 2018 under the heading "Investor Relations" in the "Convertible Bonds" section, and additionally via the DGAP-service provided by EQS Group AG (www.dgap.de). To the Issuer's knowledge, the information contained herein is up-to-date as of the date of publication unless stated otherwise, but may become inaccurate after the date of publication. Neither the Issuer nor its legal representatives, employees, advisors or agents assume any obligation to update the information contained in this Request for Vote or to provide additional information on circumstances after the date of publication of this Request for Vote. Neither the Issuer nor any of its legal representatives, employees, advisors or agents, nor any other person assume any liability in connection with the preliminary remarks of this Request for Vote. In particular, they shall not be liable for any damage arising directly or indirectly in connection with the use of the information contained in the preliminary remarks to the Request for Vote, especially for damage arising from investment decisions made on the basis of the information in the preliminary remarks of this Request for Vote. The preliminary remarks of this Request for Vote (see section I below) contain certain forward-looking statements. Forward-looking statements are all statements that are not related to historical facts or events. This applies in particular to statements concerning the Issuer's intentions, opinions or current expectations regarding its future financial viability, plans, liquidity, prospects, growth, strategy and profitability and the economic parameters to which the Issuer is exposed. Forward-looking statements are based on current assessments and assumptions to the best of the Issuer's knowledge. However, such forward-looking statements are subject to risks and uncertainties, as they relate to future events and are based on assumptions that might not occur in the future. United Kingdom The publication of this Request for Vote and any other documents and/or materials by the Issuer relating to the subject matter of the proposed resolutions is not being made by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"); the published documents and/or materials have not been approved in this regard, either. Accordingly, said documents and/or materials must not be passed on to the general public in the United Kingdom. The communication of such documents and/or materials is exempted from the restrictions on financial offers (Financial Promotion) pursuant to Section 21 FSMA, provided that they are exclusively addressed and distributed to (i) shareholders or creditors of the Issuer within the meaning of Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) other persons to whom such documents and/or materials are lawfully provided. United States of America, Canada, Japan, Australia (et al.) The Acquisition Rights (as defined below) and the New Notes (as defined below) will be registered neither under the U.S. Securities Act of 1933 nor with any securities regulatory authority of any individual states of the United States. Unless exemptions from the registration requirements apply under the U.S. Securities Act of 1933, the Acquisition Rights (as defined below) and the New Notes (as defined below) must not be offered, sold or delivered (directly or indirectly) within or to the USA, Canada, Japan and Australia. The Company can demand confirmations and verifications in this context. The publication, dispatch, distribution and dissemination of this Request for Vote in the above mentioned other jurisdictions (and potentially further foreign jurisdictions) may be subject to legal restrictions. Therefore, this Request for Vote and any related documents must neither be published, dispatched, distributed or disseminated in, nor send to countries by third parties, if and to the extent such publication, dispatch, distribution or dissemination would constitute a violation of any applicable laws or where such publication, dispatch, distribution or dissemination is subject to administrative proceedings, permissions or other prerequisites, which have not been successfully conducted, could not be obtained or have not been met. I. Preliminary Remarks Background and explanation of the subjects of the resolutions On 17 November 2015, the Issuer had initially issued Notes of the publity-Bond in a private placement in an aggregate nominal amount of EUR 30 million and, subsequently, the Issuer placed and issued further Notes in a further private placement with institutional investors. Currently, Notes in an aggregate nominal amount of EUR 50 million are outstanding. In connection with the aforementioned further placement, the Issuer had agreed with certain investors on additional negative covenants (among others, with respect to the restriction of creation of collateral, the distribution of dividend payments and the incurrence of financial indebtedness). Therefore, a resolution of the Noteholders amending and supplementing the terms and conditions (the "Bond Terms") of the convertible bond was necessary and was implemented. These additional negative covenants therefore apply to all Noteholders. According to one of the aforementioned negative covenants, the Issuer assumed the obligation (as set forth in detail in section 12 para. 3 (iii) of the Bond Terms) not to distribute any dividends to its shareholders in excess of 50% of the Issuer's net income (Jahresüberschuss) as shown in its stand-alone financial statements for the relevant year under German GAAP. With respect to the Issuer's dividend distribution in 2017, some Noteholders expressed their view to the Issuer that the dividend distribution was in breach of the aforementioned negative covenant. Some Noteholders have then declared the termination of the Notes held by them. The Issuer, on the other hand, is of the opinion that these terminations are unjustified. In order to permanently resolve the current situation in the best interest of all of the Noteholders and of the Issuer, the Issuer proposes to the Noteholders to adopt a conversion of the publity-Bond into acquisition rights for a new bond ("New Bond") with an increased interest rate and, apart from that, substantially unchanged terms and to appoint a joint representative of all Noteholders pursuant to section 18 (5) of the Bond Terms for the purpose of implementing the conversion and efficiently safeguarding the interests of the Noteholders, and to authorize and empower the joint representative accordingly. Against this background, it shall be voted, by way of a Vote without Meeting and under a single agenda item, on essentially the following resolution subjects: - Conversion of the Notes of the publity-Bond into acquisition rights for new notes to be issued by the Issuer; and - Appointment, authorization and empowerment of a joint representative for all Noteholders. The conversion offer will entitle the Noteholders to receive new notes with a nominal value of 100% of the nominal amount of today's Notes, an unchanged term until 17 November 2020, and an annual coupon of 7% (plus an additional markup of 3.5% per annum (i.e., on a pro-rata-temporis basis) for the first six months of the term of the New Bond) without further consideration. After the conversion, the Noteholders, insofar as they exercise their acquisition rights, will thus possess Notes with an unchanged nominal amount and unchanged maturity. Also the previous conversion price (as adjusted in accordance with section 11 (Dilution Adjustment) and/or section 14 para. 1 (d) of the Bond Terms) and the previous negative covenants of the Issuer pursuant to section 12 of the Bond Terms will remain unchanged under the New Bond. At the same time, the Noteholders who exercise their acquisition rights will benefit from the higher 7% interest rate on the New Bond as well as from the additional markup of 3.5% per annum (i.e., on a pro-rata-temporis basis) for the first six months of the term of the New Bond. The conversion of the bond will take place, without undue delay, after the Interest Payment Date 2018 within the meaning of section 2 para. 1 of the Bond Terms (17 November 2018), i.e., without undue delay, after payment of interest on the publity-Bond for the Interest Period from 17 November 2017 (inclusive) to 17 November 2018 (exclusive) within the meaning of section 2 para. 3 subpara. 2 of the Bond Terms. Interest on the New Bond will begin to accrue from 17 November 2018 on. In order to put the Noteholders into a similar position as if they had been granted with an increased interest rate already for the period between the Vote without Meeting and the issuance of the New Bond, the first six months of the New Bond's interest coupon, i.e. the period from 17 November 2018 (inclusive) to 17 May 2019 (exclusive), will bear interest at an additional premium of 3.5% per annum (i.e., on a pro-rata-temporis basis), i.e. a total of 10.5% per annum (on a pro-rata-temporis basis). From 17 May 2019 on, the regular interest rate of 7% mentioned above will apply until the end of the term of the New Bond. The aforementioned additional interest premium of 3.5% per annum (i.e., on a pro-rata-temporis basis) for the first six months of the New Bond will be paid by the Issuer on an additional interest payment date, on 17 May 2019. As for the rest, the interest on the New Bond shall be payable annually in arrears on 17 November of each year. Without prejudice to the additional interest premium described above, the regular interest of 7% is thus payable for the first time on 17 November 2019 for the interest period from 17 November 2018 (inclusive) to 17 November 2019 (exclusive). In order to implement the conversion of the bond, One Square Advisory Services GmbH (Munich) shall be appointed as joint representative of all Noteholders in accordance with section 18 para. 5 of the Bond Terms, and shall be equipped with corresponding duties and powers. Furthermore, One Square Advisory Services GmbH shall also function as joint representative of all Noteholders for the New Bond. The appointment, authorization and empowerment of a joint representative of all Noteholders are intended to enable or facilitate the implementation and execution of the conversion of the bond. In addition, the Issuer understands the appointment of the joint representative as a confidence-building measure in the interest of all Noteholders. Further information on One Square Advisory Services GmbH can be found in the short profile attached to this Request for Vote as Annex 1. The bond terms of the New Bond ("Bond Terms of the New Bond") will be configured in accordance with the adjustments described above and will, in other respects, correspond to the Bond Terms of the publity-Bond. The Bond Terms of the New Bond are attached to this Request for Vote as Annex 2. The changes contained therein in relation to the Bond Terms of the publity-Bond can be tracked in the redline-version of the Bond Terms which is available on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section. It is the opinion of the Issuer that, according to the case law of the German Federal Court of Justice (Bundesgerichtshof), any termination declared by individual Noteholders with respect to the Notes of the publity-Bond held by them will be rendered irrelevant in the course of the conversion of the Bond. Notwithstanding the foregoing, Noteholders are free to either exercise or refrain from exercising their acquisition rights with respect to the New Bond. To the extent that the acquisition rights are not exercised (or not exercised in due time), the relevant notes of the New Bond will be realized by the settlement agent by way of sale. The realization will take place on the stock exchange or over the counter in accordance with a procedure agreed between the joint representative and the Company. Prior to a sale on the market, the settlement agent will endeavor, in consultation with the Company and the joint representative, to give the Noteholders the opportunity to acquire these new notes within an estimated time period of 15 banking days. The joint representative will, in cooperation with the settlement agent, make all reasonable efforts to work towards the realization of the new notes in respect of which the acquisition rights were not exercised (or not exercised in due time) with minimal disruptions to the market. However, such a realization without disrupting the market cannot be guaranteed, especially in the event of a lack of market liquidity of the New Bond. It is therefore pointed out that it cannot be ensured whether and to what extent the relevant new notes can be realized in accordance with the procedure described above. If, within the realization period, not all of the new notes in respect of which the Noteholders have not exercised their acquisition rights (or not exercised in due time) can be realized, the joint representative will, at its discretion, decide how the remaining new notes should be realized on an exchange and/or over-the-counter basis. Here, too, the joint representative will make all reasonable efforts towards a realization of the new notes which is minimally disruptive for the market. Those Noteholders who do not exercise their acquisition rights (or not do so in due time) are entitled to receive a compensatory payment (Bond Cash Settlement) equal to the portion attributable to their notes of the total amount that is received as part of the realization described above. The pro rata average net proceeds from the realization of the new notes for which the acquisition rights are not exercised (or not in due time), after deducting the usual sales charges, are decisive. In this context, it must be noted that neither a subsequent placement (Weiterplatzierung) or other realization of these new notes in relation to which the acquisition rights have not been exercised (or not in due time), nor the realization of any specific sales proceeds can be guaranteed. Therefore, Noteholders who do not exercise their acquisition rights (or not in due time) are at risk of obtaining only a minor or even no cash settlement at all. Those Noteholders who exercise their acquisition rights within the relevant time period shall be entitled to receive one (1) new note with the characteristics described above (including in particular the increased interest rate) for each Note of the publity-Bond which they transfer to the settlement agent. For the conversion of the bond and the appointment, authorization and empowerment of a joint representative of all Noteholders, a resolution by the Noteholders is required. The vote on the resolution will be conducted pursuant to the Bond Terms of the publity-Bond in accordance with Section 18 of the German Debenture Act (Schuldverschreibungsgesetz, "SchVG") as a Vote without Meeting. II. Subjects of the Vote without Meeting and resolution proposal 1. Resolution on the conversion of the Notes into Acquisition Rights and on the appointment, authorization and empowerment of a Joint Representative The Issuer proposes to the Noteholders to convert the Notes of the publity-Bond into acquisition rights, i.e. rights to acquire new notes to be issued by the Issuer, in accordance with the following provisions. The Noteholders shall transfer the Notes hold by them to ACON Actienbank AG with registered office in Munich, which shall serve as a settlement agent, or to another financial institution to be appointed and mandated by the Issuer (the "Settlement Agent") and shall, in return, be entitled to receive new notes which shall be issued by the Issuer to the Settlement Agent for this purpose. The Settlement Agent acts in its own name and not as a representative or authorized representative of the Issuer. The Issuer also proposes to the Noteholders to appoint One Square Advisory Services GmbH (Munich) as joint representative of all Noteholders pursuant to section 18 para. 5 of the Bond Terms of the publity-Bond, and, for the purposes of enabling and facilitating the implementation and execution of the conversion of the Notes into acquisition rights, to authorize and empower the joint representative, beyond the duties and powers conferred upon it by law, to represent the Noteholders in any measures, acts, declarations and resolutions as are necessary or expedient for the implementation and execution of the conversion. The joint representative shall also function as the joint representative of all noteholders for the New Bond and be granted the duties, responsibilities and powers set forth in the Bond Terms of the New Bond (Annex 2). For the purpose of converting the Notes into the acquisition rights and the appointment, authorization and empowerment of a joint representative, the Issuer therefore submits the following resolution proposal to the Noteholders and puts it to a vote: a) Conversion of the Notes into Acquisition Rights The Noteholders shall transfer, without undue delay after the payment of interest on the publity-Bond for the interest period from 17 November 2017 (inclusive) to 17 November 2018 (exclusive), all Notes of the publity-Bond together with all claims and rights associated with the Notes (in particular accrued and unpaid as well as future interest) to ACON Actienbank AG with registered office in Munich, which shall serve as a settlement agent, or to another financial institution to be appointed and mandated by the Issuer (Settlement Agent), and shall, in return receive, in accordance with the details set forth in the resolution of this section 1, an acquisition right for one (1) New Note (as defined below) for each transferred Note of the publity-Bond (including all associated claims and rights) (the "Acquisition Right"). The obligations of the Noteholders vis-à-vis the Issuer to convert the Notes into the Acquisition Rights are fulfilled by transferring the Notes to the Settlement Agent free of third-party rights and at its free disposal. The Noteholders are not obliged to make any further payments and/or contributions to the Issuer beyond the conversion of the Notes into Acquisition Rights as described in the resolution of this section 1. After all the Notes have been transferred to the Settlement Agent, the Settlement Agent shall contribute all claims and rights associated with the Notes, in particular the principal claims with the aggregate nominal value of EUR 50,000,000.00 (in words: fifty million euros), as well as the accrued unpaid and future interest, to the Issuer, presumably by way of release (Erlass) pursuant to Section 397 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch). In order to service the Acquisition Rights, the Settlement Agent shall, after the transfer of all of the Notes to the Settlement Agent and the contribution of all claims and rights associated with the Notes to the Issuer, subscribe for and take up a new bond to be issued by the Issuer in an aggregate nominal value of EUR 50,000,000.00 (in words: fifty million euros) with a term until 17 November 2020, an annual coupon of 7% (with interest paid annually) plus an additional markup of 3.5% per annum (i.e., on a pro-rata-temporis basis) (payable on 17 May 2019) for the first six months of the term of the new bond (the "New Bond") divided into 50,000 bearer notes in the denomination of EUR 1,000.00 each and a conversion right into ordinary registered shares (no-par value shares) of the Issuer (the "New Notes"). One Square Advisory Services GmbH (Munich) shall be appointed, authorized and empowered as joint representative of all noteholders for the New Bond directly in the Bond Terms of the New Bond. Except for the interest rate, the additional interest premium and the appointment, authorization and empowerment of One Square Advisory Services GmbH as joint representative of all Noteholders, the remaining terms of the New Bond are configured in accordance with the Bond Terms of the publity-Bond. However, given that Quirin Privatbank AG will presumably not act as Paying Agent, Conversion Agent and/or Calculation Agent (within the meaning of section 15 of the Bond Terms of the publity-Bond) under the New Bond, the Issuer (in coordination with the joint representative) will appoint one (or in each case one) other renowned bank as Paying Agent, Conversion Agent and Calculation Agent. In order to establish continuity between the publity-Bond and the New Bond with respect to the conversion price, the Bond Terms of the New Bond will initially stipulate a conversion price of EUR 41.58, which equals the current conversion price of the publity-Bond as adjusted in accordance with section 11 (Dilution Adjustment) and/or section 14 para. 1 (d) of the Bond Terms of the publity-Bond since the issuance of the publity-Bond. Up until the issuance of the New Bond, any potential future adjustments of the conversion price in accordance with the Bond Terms of the publity-Bond will be reflected in the conversion price of the New Bond; the conversion price of the New Bond will be amended accordingly in section 6 para. 1 of the Bond Terms of the New Bond. As from the issuance of the New Bond on, any potential further adjustments will be made in accordance with the relevant provisions of the Bond Terms of the New Bond which correlate with the respective provisions of the Bond Terms of the publity-Bond. The Bond Terms of the New Bond are attached to this Request for Vote as Annex 2. The changes contained therein in relation to the Bond Terms of the publity-Bond can be tracked in the redline-version of the Bond Terms which is available on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section. The issuance of the New Notes to the Settlement Agent shall be carried out in return for the contribution of all claims and rights (including accrued and unpaid as well as future interest) associated with the Notes of the publity-Bond to the Issuer. There is therefore no further obligation for the Settlement Agent to make any (cash) payment for the New Bond. The New Bond is supposed to be included in the over-the-counter market of a German stock exchange - presumably in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange and, as the case may be, also in the over-the-counter market of other stock exchanges. The Company assumes no liability for said inclusion of the New Bond. The Acquisition Right grants each Noteholder a non-certificated claim against the Settlement Agent, for each one Note that has been transferred to the Settlement Agent, at its option to either (i) acquire one (1) New Note if the Noteholder exercises the Acquisition Right; or (ii) to receive the Bond Cash Settlement (as defined below). The "Bond Cash Settlement" is the pro rata portion attributable to a note of the total amount that the Settlement Agent generates in the context of the Realization (as defined below under item b)) of the New Notes, in respect of which the Noteholders have not exercised their Acquisition Rights within the Acquisition Period (as defined below under item b)). The amount of the Bond Cash Settlement is based - as described in detail under item b) below - on the pro rata average net proceeds generated by the Settlement Agent from the Realization of the New Notes for which the Acquisition Rights are not exercised, after deducting the usual sales charges. b) Exercise of Acquisition Rights The Noteholders may exercise the Acquisition Rights only in the context of an offer yet to be published by the Issuer for the acquisition of the New Notes (the "Acquisition Offer") during the period specified in the Acquisition Offer (the "Acquisition Period"). The Noteholders can each exercise the Acquisition Right independently of each other. The Acquisition Period begins at the earliest and the exercising of Acquisition Rights is only possible once a securities prospectus approved by the German Federal Financial Supervisory Authority (BaFin) has been published for the public offering of the New Notes. The beginning and end of the Acquisition Period as well as the further details concerning the exercise of the Acquisition Rights will be announced by the Issuer in accordance with section 16 of the Bond Terms of the publity-Bond (as amended from time to time), i.e. in the Federal Gazette (Bundesanzeiger) and on the website of the Issuer as well as in addition by means of one or more electronic communication systems. Each Noteholder may exercise his/her/its Acquisition Rights only if such exercise is permitted under the laws applicable to him/her/it. If and to the extent Noteholders do not exercise their Acquisition Rights within the Acquisition Period, the Settlement Agent will realize the New Notes to which these Noteholders are entitled in each case by way of sale immediately after (i) expiry of the Acquisition Period and (ii) issuance of the New Bond and inclusion of the New Notes in trading on the open market (Freiverkehr) of a stock exchange. The Realization will take place on the stock exchange or over the counter in accordance with a procedure agreed between the joint representative and the Company (which will provide for a "Realization Period" of presumably 15 consecutive days on which banks are open in Frankfurt am Main (each a Banking Day)). Prior to a sale on the market, the Settlement Agent will endeavor, in consultation with the Company and the joint representative, to give the Noteholders the opportunity to acquire these New Notes within an anticipated period of 15 Banking Days preceding the commencement of the Realization Period (the realization described above of the New Notes in respect of which the Noteholders have not exercised their Acquisition Right within the Acquisition Period is referred to as the "Realization"). The joint representative, in cooperation with the Settlement Agent, will make all reasonable efforts to work towards the Realization of the New Notes with minimal disruptions to the market. However, such a Realization without disrupting the market cannot be guaranteed, especially in the event of a lack of market liquidity of the New Bond. It is therefore pointed out that it cannot be ensured whether and to what extent the relevant New Notes can be realized in accordance with the procedure described above. If, within the Realization Period, not all of the New Notes in respect of which the Noteholders have not exercised their Acquisition Rights (or not exercised in due time) can be realized, the joint representative will, at its discretion, decide how the remaining New Notes should be realized on an exchange and/or over-the-counter basis. Here, too, the joint representative will make all reasonable efforts towards a Realization of the New Notes which is minimally disruptive for the market. The proceeds from the Realization of the New Notes will be credited to the relevant Noteholders who have not exercised their Acquisition Rights in due time, on a pro rata basis (rounded down to the full eurocent) after deduction of the Realization costs, and will be credited to their respective securities deposit accounts after completion of the Realization. The Issuer will announce the result of the Realization of the New Notes and the amount of the Bond Cash Settlement immediately after expiry of the Realization Period in accordance with section 16 of the Bond Terms of the publity-Bond (as amended from time to time), i.e. in the Federal Gazette (Bundesanzeiger) and on the website of the Issuer as well as in addition by means one or more electronic communication systems. c) Authorization of the Settlement Agent The Noteholders hereby authorize and empower the Settlement Agent, which shall act as a fiduciary trustee for the Noteholders, to take all measures and make and receive all declarations that are necessary or expedient for the implementation and execution of the resolution of this item 1, in particular with respect to the conversion of the Notes into Acquisition Rights, the contribution of the claims and rights associated with the Notes to the Issuer, the granting of the Acquisition Rights in favor of the Noteholders, the fulfillment of the Acquisition Rights, the delivery of the New Notes and the payment of the Bond Cash Settlement to the Noteholders (including potential adjustments of the exact securities-related technical implementations required in order to implement and execute the resolution), without, however, changing the economic terms set out in the resolution of this item 1 to the detriment of the Noteholders. This particularly includes instructions to Clearstream Banking AG in connection with the technical execution of the resolution of this item 1. In particular, the Noteholders authorize and empower the Settlement Agent to redeem all Notes through the clearing system and to reclaim the deeds issued for the Notes. The Settlement Agent is exempted from the restrictions of Section 181 BGB with regard to the power of attorney granted to it by the Noteholders through this resolution, and is entitled to issue sub-powers of attorney to third parties to the same extent and equally exempted from the restrictions of Section 181 BGB. For the purposes of the fulfillment of the Acquisition Rights, the Settlement Agent is entitled to treat as entitled to receive the New Notes or the Bond Cash Settlement in whose securities deposit account the Acquisition Rights are registered on the Settlement Date (as defined under d) below). The payment of the pro rata Bond Cash Settlement shall take place immediately after the expiry of the Realization Period. The Issuer will instruct the Settlement Agent to provide Clearstream Banking AG with all information necessary to enable Custodians connected to the clearing systems to enable their depositary customers to exercise their Acquisition Rights and to credit them with the New Notes in accordance with the conversion ratio, or to transfer the Bond Cash Settlement. d) Transfer of the Notes; Fulfillment of the Acquisition Rights; Closing Conditions The withdrawal of the Notes which are to be exchanged for the Acquisition Rights and the booking of the corresponding number of Acquisition Rights shall only take place once the conditions listed under (i) through (iv) (together the "Closing Conditions") have been fulfilled: (i) the Company has notified the Settlement Agent that (x) the resolution of the Noteholders pursuant to this item 1 has not been - not even partially - contested pursuant to section 20 para. 3 sentence 1 to 3 SchVG, or (y) initiated actions for annulment of the resolution of the Noteholders pursuant to this item 1 (Anfechtungsklagen) have been terminated by settlement, abandonment of action (Klagerücknahme) or peremption of main proceedings (Erledigung der Hauptsache) or (z) the resolution of the Noteholders pursuant to this item 1 has become enforceable on the basis of a final court ruling pursuant to section 20 para. 3 sentence 4 SchVG in conjunction with section 246a of the German Stock Corporation Act (Aktiengesetz - AktG); (ii) a legally required execution within the meaning of section 21 para. 1 SchVG of the Noteholders' resolution pursuant to this item 1 has been performed; (iii) the Company has notified the Settlement Agent (x) that binding information (section 89 para. 2 of the German Tax Code (Abgabenordnung - AO)) has been issued by the competent tax authority(ies), according to which the implementation of the measures provided for in the resolution of this item 1 does not give rise to an additional tax burden on the Company (especially no corporation tax/solidarity surcharge, trade tax and/or capital gains taxes) ("Positive Binding Information"), or (y) that the Company waives the issuance of Positive Binding Information as a Closing Condition; and (iv) the Company has notified the Settlement Agent (x) that the general meeting of the Company has approved the issuance of the New Notes, under exclusion of the shareholders' subscription rights, in return for the contribution of all claims and rights associated with the Notes of the publity-Bond in accordance with the resolution of this item 1 or has authorized the Board of Management by way of an authorization resolution accordingly, and (y) that a legally required review of the contribution in kind has been duly performed and has demonstrated that the contribution in kind is of sufficient value (hinreichend werthaltig) within the meaning of the applicable provisions of the German corporation law (aktienrechtliche Vorschriften), or (z) that the Company waives, in whole or in part, the fulfillment of the events specified in (iv)(x) and/or (iv)(y) as Closing Condition(s). The date of the withdrawal of the Notes is referred to as the "Settlement Date". The transfer of the New Notes to the Noteholders who have exercised their Acquisition Rights or the payment of any Bond Cash Settlement to the Noteholders who have not exercised their Acquisition Rights in due time is expected to take place within ten (10) Banking Days following the expiry of the relevant Acquisition Period or Realization Period (the "Delivery Date"). Upon crediting the New Notes or the Bond Cash Settlement to the account of the respective Custodian in the clearing system, the Settlement Agent has fulfilled its obligation to deliver the New Notes. The same applies, mutatis mutandis, to the obligation to pay the Bond Cash Settlement. The Issuer will announce the Settlement Date and the expected Delivery Date immediately after the Closing Conditions have been fulfilled, in accordance with section 16 of the Bond Terms of the publity-Bond (as amended from time to time), i.e. in the Federal Gazette (Bundesanzeiger) and on the website of the Issuer as well as in addition by means of one or more electronic communication systems. e) Taxes and charges Each Noteholder is required to pay or reimburse all taxes or other charges relating to them which arise in connection with the transfer of the Notes to the Settlement Agent in return for the granting of Acquisition Rights, the contribution of the claims and rights associated with the Notes to the Issuer, the exercise of Acquisition Rights, the delivery of the New Notes and the payment of any Bond Cash Settlement. The Noteholders are therefore advised to consult their tax advisors in respect of any tax consequences arising from the transfer of the Notes to the Settlement Agent in return for the granting of Acquisition Rights, the contribution of the claims and rights associated with the Notes to the Issuer, the exercise of Acquisition Rights, the delivery of the New Notes and the payment of the Bond Cash Settlement. f) Execution A legally required execution within the meaning of section 21 para. 1 SchVG of the resolution adopted under this item 1 shall only be performed once the Issuer has notified the Settlement Agent or the joint representative that all Closing Conditions (except for the Closing Condition referred to under d) (ii) above) have been fulfilled. g) Appointment of a Joint Representative of all Noteholders In order to enable and/or facilitate the implementation and execution of the resolution adopted under this item 1 (including in particular the conversion of the Notes into Acquisition Rights and the fulfillment of such Acquisition Rights), One Square Advisory Services GmbH (Munich) is hereby appointed as joint representative of all Noteholders ("Joint Representative"). The Joint Representative has the duties and powers granted to it by law or by the Noteholders by majority vote. It shall obey the instructions of the Noteholders issued to it by majority vote. The Joint Representative has the right to informally contact and communicate with all or individual Noteholders. To the extent it is authorized to assert/exercise/claim the rights of the Noteholders, the individual Noteholders are not entitled to assert/exercise/claim these rights independently, unless the authorization resolution expressly provides for this. The Joint Representative shall report to the Noteholders on its activities. The Joint Representative shall receive appropriate remuneration. The costs and expenses arising from the appointment of the Joint Representative, including the appropriate remuneration of the Joint Representative, shall be borne by the Issuer. The liability of the Joint Representative is limited to intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit). The liability for gross negligence is limited in amount to a sum totaling EUR 1,000,000.00 (in words: one million euros). h) Authorization and empowerment of the Joint Representative for the implementation and execution of the adopted resolution In order to enable and/or facilitate the implementation and execution of the resolution adopted under this item 1 (including in particular the conversion of the Notes into Acquisition Rights and the fulfillment of such Acquisition Rights), the Joint Representative shall be accorded the following further duties, responsibilities and powers: The Joint Representative is hereby authorized and empowered, with effect for and against all Noteholders, to represent the Noteholders in any measures, acts, declarations and resolutions that are necessary or expedient for the implementation and the execution of the resolution of the Noteholders pursuant to this item 1 (including in particular the conversion the Notes into Acquisition Rights and the fulfillment of such Acquisition Rights). The Joint Representative is also authorized and empowered to declare the consent to changes in the Bond Terms which are related to the exercise of the aforementioned authorizations and empowerments. The Joint Representative is also authorized and empowered to negotiate and agree, at its discretion, on an amendment to the Bond Terms of the New Bond (Annex 2) with the Issuer prior to the issuance of the New Bond, provided that such amendments are necessary or expedient in the run-up to the New Bond issuance in order to (i) fulfill the applicable legal requirements; or (ii) ensure that the conversion price of the New Bond, at the time of the issuance of the New Bond, equals the conversion price of the publity-Bond (as adjusted in accordance with the Bond Terms of the publity-Bond) at the time of the issuance of the New Bond, (iii) ensure that for the New Bond a paying agent, a conversion agent and a calculation agent is in place, (iv) implement any requirements of the principal paying agent for the New Bond or (v) correct editorial mistakes, in all cases of (i) through (v) without changing, to the detriment of the Noteholders, as assessed by the Joint Representative at its discretion, the economic conditions set forth in the Bond Terms of the New Bond (Annex 2). In case of doubt, these authorizations and empowerments of the Joint Representative shall be interpreted broadly. During the period of the authorization and empowerment of the Joint Representative, the Noteholders are, in connection with the aforementioned authorizations and empowerments, not entitled to independently assert/exercise/claim their rights. i) Uniformity of the adoption of resolutions All sub-items a) through i) of this resolution constitute a single resolution proposal because they are substantively related to each other. Therefore, only a single vote will be taken on the entire resolution proposal. 2. Approval of the Issuer The Issuer approves to the foregoing resolution proposal. III. Notes and instructions on the procedure of the Vote without Meeting 1. Legal basis for the Vote without Meeting, quorum and majority requirement Resolutions of the Noteholders can be adopted, pursuant to section 18 para. 3 of the Bond Terms, either in a Noteholders' meeting or by means of a Vote without Meeting; that being said, resolutions of the Noteholders must be adopted through a Noteholders' meeting if an appointed Joint Representative or Noteholders whose Notes together amount to 5% of the outstanding total nominal amount of the Notes expressly request a Noteholders' meeting. Pursuant to section 18 para. 1 SchVG in conjunction with section 15 para. 3 sentence 1 SchVG, in the case of a Vote without Meeting, the quorum in relation to all resolution items is only met if the participating Noteholders, in terms of value, represent at least half of the outstanding Notes. The adoption of the resolution on the conversion of the Notes in Acquisition Rights and the appointment, authorization and empowerment of the Joint Representative (section II item 1), requires, in its entirety, a qualified majority of at least 75% of the voting rights participating in the Vote (section 18 para. 2 of the Bond Terms). In the event that the Vote without Meeting does not have a quorum, the Issuer hereby already points out that it is intended, if necessary, to convene a so-called second meeting pursuant to section 15 para. 3 SchVG for the purposes of a renewed vote on the resolution. Such a second meeting would already have a quorum in relation to the resolution (section II item 1) if the present Noteholders, in terms of value, represent at least 25% of the outstanding Notes. 2. Legal consequences if the resolution is adopted If the Noteholders validly adopt the resolution (section II, item 1) of this Request for Vote, this has, in particular the legal consequence that the resolution of the Noteholders adopted by the required majority is equally binding for all Noteholders, even if they did not participate in the resolution or voted against the proposed resolution. 3. Procedure and type of vote The Vote without Meeting will, in accordance with section 18 para. 2 SchVG, be held by the Notary Dr. Johannes Beil (with official office in Hamburg) as Supervisor. Noteholders who wish to participate in the vote, must cast their votes in the period commencing on Wednesday, 30 May 2018, 0:00 hours (CEST), and ending on Friday, 1 June 2018, 24:00 hours (CEST), (the "Voting Period") in text form (section 126b BGB) to the Supervisor at the address listed below ("Vote"). A Vote is deemed submitted upon receipt by the Supervisor. Votes that are not received by the Supervisor within the Voting Period, i.e. received too early or too late, will not be considered. Votes can be submitted by mail, telefax or e-mail or otherwise in text form to the following address: Notary Dr. Johannes Beil Notariat Bergstrasse - Supervisor - "publity-Bond: Vote without Meeting" Bergstrasse 11, 20095 Hamburg, Germany Phone: +49 (0) 40 302006 40 Telefax: +49 (0) 40 302006 675 E-mail: [email protected] The following documents must be attached to the form for vote submission, unless such supporting documents have been previously submitted or are delivered prior to the end of the Voting Period: a) Proof of eligibility to participate in the form of a Special Confirmation and a Blocking Notice of the Depository Bank (as defined in item 5 below); and b) a power of attorney in accordance with the provisions in item 6 below, if the Noteholder is represented by a third party in the Vote without Meeting. In order to expedite the procedure and the determination of the outcome of the Vote, it is requested that the aforementioned documents (with the exception of the form for vote submission) be sent to the Supervisor at the earliest convenience prior to the commencement of the Voting Period. Furthermore, representatives of Noteholders who are legal entities or partnerships under German law or under foreign law are requested to prove their powers of representation by presenting a current excerpt from the relevant register or by means of another, equivalent certification in accordance with the provisions of item 6 below. If Noteholders are represented by legal representatives (e.g. a child by its parents, a ward by its guardian) or by an official administrator (e.g. an insolvency debtor by the appointed insolvency administrator), the legal representative or official administrator is requested to prove its powers of representation in accordance with the provisions of item 6 below. To facilitate and expedite the counting of votes, Noteholders are requested to use the form for vote submission ("Form for Vote Submission") that can is available on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section since the date of publication of this Request for Vote. However, the effectiveness of a Vote does not depend on the use of the Form for Vote Submission. The Form for Vote Submission will also include any countermotions and/or requests for an additional resolution item that are filed in due form and in due time. If the Supervisor or the Issuer receives timely and duly filed countermotions and/or requests for an additional resolution item, the Form for Vote Submission will be updated accordingly without delay. The voting result is determined by the addition method. In the addition method, only the Yes votes and the No votes are counted. All votes duly cast in the Voting Period and accompanied by the required supporting documents will be considered. 4. Voting right Each Noteholder participates in the Vote without Meeting on the basis of the nominal amount held by it of the outstanding Notes of the publity-Bond, or the notional share of its entitlement to the outstanding Notes of the publity-Bond. Section 6 SchVG applies. 5. Eligibility to participate, proof of ownership and Blocking Notice Noteholders must prove their eligibility to participate in the Vote without Meeting pursuant to section 18 para. 4 of the Bond Terms at the latest by the end of the Voting Period. This requires, in text form (section 126b BGB), submission of a current confirmation of the Depository Bank confirming ownership of the Notes in accordance with item a) below ("Special Confirmation") and a blocking notice in accordance with item b) below ("Blocking Notice"): a) Special Confirmation The required Special Confirmation is a certificate issued by the Depository Bank of the respective Noteholder which contains the full name and the full address of the Noteholder and specifies the aggregate nominal amount of the Notes credited to the securities deposit account of this Noteholder at this Depository Bank on the day of the issuance of such certificate. Pursuant to the Bond Terms, "Depository Bank" means any bank or other financial institution authorized to engage in securities deposit business with which the Noteholder maintains a securities deposit account in respect of any Notes, and includes the Clearing System (Clearstream), Clearstream Luxembourg and Euroclear. b) Blocking Notice The required Blocking Notice of the Depository Bank is a notice stating that the relevant Notes held by the Noteholder are blocked at the Depository Bank for the Voting Period. Noteholders should contact their Depository Bank with respect to the issuance of the Special Confirmation and the Blocking Notice. Noteholders who fail to present or to submit the Special Confirmation or the Blocking Notice by the end of the Voting Period will not be eligible to vote. In these cases, authorized representatives of such Noteholders cannot exercise voting rights either. A sample form for the Special Confirmation and Blocking Notice, which may be used by the Depository Bank, is available on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section. 6. Representation by authorized representatives or legal representatives Each Noteholder may be represented in the Vote by an authorized representative of its choice (section 14 SchVG in conjunction with section 18 para. 1 SchVG). The voting right can be exercised by the authorized representative. The power of attorney and any instructions to the authorized representative by the principal must be issued in text form (section 126b BGB). A form which can be used to grant a power of attorney is available on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section. The power of attorney must be evidenced towards the Supervisor at the latest by the end of the Voting Period by submitting the power of attorney in text form. In the case of a Vote by an authorized representative, a Special Confirmation and a Blocking Notice relating to the principal must also be submitted by the end of the Voting Period at the latest. Furthermore, to the extent applicable, it is requested that also the principal's power of representation be evidenced to the Supervisor in accordance with the following two paragraphs. Representatives of Noteholders who are legal entities or partnerships under German law (for example a stock corporation (Aktiengesellschaft) a limited liability company (Gesellschaft mit beschränkter Haftung - GmbH), an entrepreneurial company (Unternehmergesellschaft), a limited partnership (Kommanditgesellschaft), a general partnership (Offene Handelsgesellschaft) or civil-law partnership (GbR)) or under foreign law (for example a limited company under English law) are requested to prove their powers of representation no later than by the end of the Voting Period. This may be done by submitting a current excerpt from the relevant register (for example commercial register, register of associations) or by means of another, equivalent certificate (for example certificate of incumbency, secretary certificate). Such proof of representation is not a prerequisite for the effectiveness of the Vote. If Noteholders are represented by legal representatives (e.g. a child by its parents, a ward by its guardian) or by an official administrator (e.g. an insolvency debtor by the appointed insolvency administrator), the legal representative or the official administrator are requested to prove its statutory power of representation in adequate form (e.g. by means of a copy of the civil status documents or the warrant of appointment) no later than by the end of the Voting Period, in addition to the Special Confirmation and the Blocking Notice of the person it is representing. Such proof of representation is not a prerequisite for the effectiveness of the Vote. 7. Countermotions and Requests for Additional Resolution Items Each Noteholder is entitled to submit its own resolution proposals with respect to the subjects of the resolution which is to be adopted in accordance with this Request for Vote (the "Countermotion"). Countermotions should be submitted in sufficient time so that they can be published on the website of the Issuer prior to the start of the Voting Period. If a Noteholder announces a Countermotion prior to the start of the Voting Period, the Issuer will, without undue delay, make available such Countermotion on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section until the start of the Voting Period. Noteholders whose Notes together amount to at least 5% of the outstanding Notes of the publity-Bond can request that new items are announced for the adoption of a resolution ("Request for an Additional Resolution Item"). The Request for an Additional Resolution Item must be received by the Issuer or the Supervisor in such a timely manner that it can be published in the Federal Gazette (Bundesanzeiger) no later than on the third day prior the start of the Voting Period. Given that a notice must be sent to the Federal Gazette (Bundesanzeiger) no later than two publication days prior to publication and that publications in the Federal Gazette (Bundesanzeiger) take place only on working days, the Noteholders are requested to communicate any Requests for an Additional Resolution Item by 22 May 2018 at the latest. The Issuer will publish the expanded agenda no later than three days before the start of the Voting Period in the Federal Gazette (Bundesanzeiger) and additionally by means one or more electronic communication systems and on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section. Countermotions and Requests for an Additional Resolution Item must be addressed to the Issuer or the Supervisor and may be submitted by mail, telefax or e-mail or otherwise in text form to the Supervisor or the Issuer at one of the following addresses: publity AG Mr. Stephan Kunath "publity-Bond: Vote without Meeting" Landsteinerstrasse 6, 04103 Leipzig, Germany Phone: +49 (0) 341 261787 15 Telefax: +49 (0) 341 261787 31 Email: [email protected] or Notary Dr. Johannes Beil Notariat Bergstrasse - Supervisor - "publity-Bond: Vote without Meeting" Bergstrasse 11, 20095 Hamburg, Germany Phone: +49 (0) 40 302006 40 Telefax: +49 (0) 40 302006 675 E-mail: [email protected] Any Countermotion and/or Request for an Additional Resolution Item must be accompanied by a Special Confirmation (see item 5 above). In the case of a Request for an Additional Resolution Item, the Noteholders who request that an additional item is put to resolution must also evidence that they individually or jointly represent 5% of the outstanding Notes. If Noteholders submit Countermotions and/or Requests for an Additional Resolution Item through authorized representatives, proof of the power of attorney must be provided in accordance with item 6 above. 8. Documents From the date of publication of this Request for Vote until the end of the Voting Period, the following documents (with German as the binding language) are available to the Noteholders on the website of the Issuer (http://www.publity.de/en) under the heading "Investor Relations" in the "Convertible Bonds" section: a) this Request for Vote, b) the Bond Terms of the publity-Bond, c) the Bond Terms of the New Bond, d) a comparative version of the Bond Terms of the New Bond in relation to the Bond Terms of the publity-Bond e) the Form for Vote Submission (the already published form will be updated if necessary, in particular in cases of Requests for an Resolution Agenda Item or Countermotions), f) the form to grant power of attorney to third parties, and g) the sample form for the Special Confirmation and the Blocking Notice. Upon request of a Noteholder, copies of the aforementioned documents will be sent to such Noteholder free of charge. The request must be sent by mail, telefax or e-mail to: publity AG Mr. Stephan Kunath "publity-Bond: Vote without Meeting" Landsteinerstrasse 6, 04103 Leipzig, Germany Phone: +49 (0) 341 261787 15 Telefax: +49 (0) 341 261787 31 E-mail: [email protected] IV. Statement with respect to Notes held by the Issuer As of the date of the publication of this Request for Vote, the Issuer does not hold any Notes of the publity-Bond, neither directly nor indirectly. Should the Issuer, directly or indirectly, acquire any Notes of the publity-Bond prior to the end of the Voting Period, the provisions set forth in sections 6 and 15 para. 3 SchVG will apply with respect to such Notes. Leipzig, May 2018 publity AG The Board of Management Thomas Olek and Frederik Mehlitz The Supervisor hereby also requests the Noteholders of the publity-Bond to submit their votes in a Vote without Meeting to the Supervisor in text form (section 126b BGB) within the period commencing on Wednesday, 30 May 2018, 0:00 hours (CEST), and ending on Friday, 1 June 2018, 24:00 hours (CEST), in accordance with the above Request for Vote, and puts to a Vote the resolution proposed by the Issuer in section II, item 1 of the Request for Vote. Hamburg, May 2018 Dr. Johannes Beil - Notary - Annex 1 Short Profile of One Square Advisory Services GmbH One Square Advisory Services GmbH is part of the One Square Group, an advisory firm with comprehensive experience in corporate financial restructuring. The One Square partners, as well as its team of professionals, have years of restructuring experience including experience at leading investment banks, consulting firms, and management level positions in companies during restructuring situations. Over many years and in various capacities, One Square has been entrusted with advising on the restructuring or refinancing of corporate bonds. In recent years, One Square has been appointed as joint representative for all noteholders in many restructuring cases. In these proceedings, One Square has represented the interests of the noteholders with the objective of achieving a value maximising solution for the noteholders. Comprehensive experience as the joint representative for noteholders The One Square Group has acted as the joint representative for corporate noteholders of the following companies: - Air Berlin PLC - Beate Uhse AG - DF Deutsche Forfait AG - Ekotechnika GmbH - Friedola Gebr. Holzapfel GmbH - Golden Gate GmbH - Laurél GmbH - MIFA Mitteldeutsche Fahrradwerke AG - Pfleiderer Holzwerkstoffe GmbH - RENA GmbH - Rickmers Holding AG - S.A.G. Solarstrom AG - SiC Processing GmbH - Singulus Technologies AG - Smart Solutions Holding GmbH - SolarWorld AG - Steilmann SE - Windreich GmbH - Zamek GmbH For further information, please contact us using the following contact details: One Square Advisory Services GmbH Managing Director Frank Günther Theatinerstrasse 36 80333 Munich E-mail: [email protected] Phone: +49 (0) 89 15 98 98 0 www.onesquareadvisors.com Annex 2 Bond Terms of the New Bond The German Version shall prevail. ANLEIHEBEDINGUNGEN TERMS AND CONDITIONS § 1 (Allgemeine Bestimmungen) § 1 (General Provisions) (1) Nennbetrag und Einteilung. Die (1) Principal Amount and bis zu 50.000 von der publity AG, Denomination. The issue of up Leipzig, einer Aktiengesellschaft to 50,000 convertible notes by deutschen Rechts (die publity AG, Leipzig, a stock "Anleiheschuldnerin"), begebenen corporation Wandelschuldverschreibungen im (Aktiengesellschaft) Gesamtnennbetrag von EUR incorporated under the laws of 50.000.000,00 sind eingeteilt in Germany (the "Issuer"), in the untereinander gleichberechtigte, auf total principle amount of EUR den Inhaber lautende 50,000,000.00 is divided into Teilschuldverschreibungen (die notes in bearer form (the "Schuldverschreibungen") im "Notes") in a principal amount Nennbetrag von jeweils EUR 1.000,00 of EUR 1,000.00 (the (der "Nennbetrag"). "Principal Amount") each, ranking pari passu among themselves. (2) Globalverbriefung und Verwahrung. (2) Global Certificate and Die Schuldverschreibungen werden für Custody. The Notes will ihre gesamte Laufzeit zunächst durch initially be represented for eine vorläufige auf den Inhaber the whole life of the Notes by lautende Globalur-kunde (die a temporary global bearer "Vorläufige Globalurkunde") ohne certificate (the "Temporary Zinsscheine verbrieft, die nicht Global Note") without interest früher als 40 Tage und nicht später coupons, which will be als 180 Tage nach dem Begebungstag exchanged not earlier than 40 durch eine permanente days and not later than 180 Inhaber-Globalurkunde (die days after the Issue Date "Permanente Globalurkunde") ohne against a permanent global Zinsscheine ausgetauscht wird. Ein bearer certificate (the solcher Austausch darf nur nach "Permanent Global Note") Vorlage von Bescheinigungen erfolgen, without interest coupons. Such wonach der oder die wirtschaftlichen ex-change shall only be made Eigentümer der durch die vorläufige upon delivery of Globalurkunde verbrieften certifications to the effect Schuldverschreibungen keine that the beneficial owner or U.S.-Perso-nen sind (ausgenommen owners of the Notes bestimmte Finanzinstitute oder represented by the Temporary bestimmte Personen, die Global Note is not a U.S. Schuldverschreibungen über solche person (other than certain Finanzinstitute halten), jeweils im financial institutions or Einklang mit den Regeln und Verfahren certain persons holding Notes des Clearing Systems. Zinszahlungen through such financial auf durch eine vorläufige institutions) in accordance Globalurkunde verbriefte with the rules and operating Schuld-verschreibungen erfolgen erst procedures of the Clearing nach Vorlage solcher Bescheinigungen. System. Payments of interest Eine gesonderte Bescheinigung ist für on Notes represented by a j