Loss Notification pursuant to Section 92 (1) of the German Stock Corporation Act (AktG) – no impact on the implementation of the restructuring concept

BayWa AG: Loss Notification pursuant to Section 92 (1) of the German Stock Corporation Act (AktG) – no impact on the implementation of the restructuring concept

The Management Board of BayWa AG announces that, in the course of preparing the annual financial statements as of 31 December 2024, it has been found that the company’s equity capital shown in the balance sheet (according to the German Commercial Code) has fallen to less than half of the registered share capital. This results from necessary write-downs on carrying amounts, in particular from the investment in BayWa r.e. AG. Based on current calculations, the company’s equity capital shown in the balance sheet (according to the German Commercial Code) is negative as of 31 December 2024 due to the write-downs.

This loss of equity is in line with expectations set out in the restructuring concept and, therefore, has no impact on its implementation or on the positive going-concern forecast as per the restructuring opinion. There are also no effects on the restructuring financing until 2028, which was successfully concluded recently on the basis of the restructuring opinion. The operating business and the implementation of the cash capital increase with subscription rights with total minimum proceeds of €150 million provided for in the restructuring plan also remain unaffected by this. The restructuring opinion also envisages that BayWa's economic equity at group level will be positive again by the end of the financial year 2028.

The annual financial statements and consolidated financial statements for the 2024 financial year will, as announced, be published on 10 July 10, 2025. A loss amounting to half of the registered share capital triggers a statutory obligation under Section 92 (1) AktG to promptly convene a general meeting. Due to the proximity to the ordinary annual general meeting, scheduled for 26 August 2025, the Management Board will report such loss pursuant to Section 92 (1) AktG at this annual general meeting and will provide information on the company’s situation. Resolutions in this context are not planned.

Due to the write-downs, the Management Board expects a net loss for the year (IFRS) at group level for the 2024 financial year of €1.6 billion.