pta20250603031
Public disclosure of inside information according to article 17 MAR

Hertha BSC GmbH & Co. KGaA: Second written procedure approves amendments to the terms and conditions of the bonds

Berlin (pta031/03.06.2025/16:35 UTC+2)

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.

Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR)

Keyword: Nordic Bond, Second Written Procedure

Hertha BSC GmbH & Co. KGaA – Second written procedure approves amendments to the terms and conditions of the bonds

Berlin, 3 June 2025. Hertha BSC GmbH & Co. KGaA (the "Company") today was informed by Nordic Trustee & Agency AB (publ) (the "Nordic Trustee") about the successful completion of the second written procedure that the Company initiated on 6 May 2025 in relation to the Company's EUR 40,000,000 Senior Unsecured Bonds 2018/2025 with ISIN SE0011337054 (the "Bonds"), regarding certain amendments to the terms and conditions of the Bonds (the "Proposal").

The required two thirds-majority of the bondholders voted in favour to approve the Proposal.

The amendments will become effective – as soon as possible – upon entering into an amendment and restatement agreement between the Company and the Nordic Trustee acting as agent under the Bonds.

Important Notes:

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There was and will be no public offer of notes.

This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.

This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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Emitter: Hertha BSC GmbH & Co. KGaA
Hanns-Braun-Straße, Friesenhaus 2
14053 Berlin
Germany
Contact Person: Björn Bäring
Phone: +49 30 300 928 0
E-Mail: bjoern.baering@herthabsc.de
Website: www.herthabsc.de
ISIN(s): SE0011337054 (Bond)
Stock Exchange(s): Free Market in Berlin, Frankfurt, Hamburg, Hannover, Munich, Stuttgart, Tradegate
Other Stock Exchanges: Stockholm (SWE)
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