Landshut Local Court authorises shareholders of Endor AG to convene an Extraordinary General Meeting

Landshut Local Court authorises shareholders of Endor AG to convene an Extraordinary General Meeting

Landshut, July 16, 2024 – Endor AG (WKN 549166 / ISIN: DE0005491666) announces that the Local Court of Landshut (Amtsgericht Landshut) has authorized two shareholders of Endor AG to convene an Extraordinary General Meeting. The court authorization includes the following agenda items

• Report of the Management Board on the current economic situation of Endor AG as well as the status of offers, discussions, negotiations and agreements, regarding the restructuring/elimination of the (impending) insolvency of Endor AG
• Withdrawal of confidence from the members of the Management Board Andres Ruff, Matthias Kosch, Daniel Meyberg and Belma Nadarevic by the Annual General Meeting
• Resolution on the dismissal of Supervisory Board members in accordance with Section 103 AktG
• Resolution on the election to the Supervisory Board
• Resolution on the appointment of a special auditor to audit the conduct of the Management Board and Supervisory Board in connection with the restructuring of Endor AG
• Resolution on the implementation of a capital increase against cash contributions with subscription rights granted to shareholders

According to information from the Executive Board, the shareholders submitting the application intend to propose a capital increase with subscription rights of up to EUR 70 million to the company's Annual General Meeting. According to information from the Executive Board, the new shares are to be issued at an issue price of EUR 1.00 per share.

The company assumes that the shareholders will make use of the authorisation and convene the Extraordinary General Meeting by publication in the Federal Gazette.

In the opinion of the Management Board of Endor AG, convening and holding the Extraordinary General Meeting jeopardises the restructuring of the company as part of the ongoing proceedings under the German Corporate Stabilisation and Restructuring Act (StaRUG) with the entry of the investor Corsair, because in particular changes to the Supervisory Board or Management Board as well as capital measures give the investor Corsair a right to terminate the interim financing and/or entitle it to terminate the restructuring in accordance with the term sheet agreed with Corsair.

If the ongoing StaRUG proceedings fail, the lending banks are also entitled to terminate the standstill agreements.

The requesting shareholders have still not submitted a reliable financing concept to the Executive Board. The Executive Board does not assume that the intended capital increase will provide the company with sufficient liquid funds in good time.

In particular, the Management Board has no reliable indications that sufficient investors will be prepared to subscribe to the new shares in return for payment of the issue amount. In the opinion of the Management Board, even an injection of equity in the amount of EUR 70 million is currently not sufficient for a sustainable reorganisation because this amount can only be used to repay the loans to the financing banks, but not the interim financing by Corsair and the company's further liquidity requirements would not be covered. Even if the capital increase were carried out in full, the company would therefore not have a positive going concern forecast in this case.

A termination of the ongoing StaRUG proceedings without a reliable refinancing concept would lead to the insolvency of the company and significantly jeopardise the continued existence of the company and its jobs.

As the company cannot repay the current financing without a timely injection of new liquid funds, a cancellation of financing would result in the StaRUG proceedings being terminated and the company having to file for insolvency.

The company intends to continue the restructuring after the StaRUG. The company currently assumes that Corsair and the lending banks will continue to support the planned restructuring with the investor Corsair. The Management Board of Endor AG therefore continues to assume a positive going concern prognosis at the present time.

Endor AG is considering appealing against the decision of the local court.

Endor will provide information on the further course of proceedings in accordance with the legal requirements.

Notifying person:
Matthias Kosch, CFO