Hertha BSC GmbH & Co. KGaA: Introduction of a written procedure to amend the bond terms and conditions

Berlin (pta027/07.04.2025/14:45 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

Hertha BSC GmbH & Co. KGaA resolves to initiate a written procedure to amend the terms and conditions of its 10.5% Nordic Bond 2018/2025

Berlin, 7 April 2025: Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), ("Company") has today resolved to initiate a written procedure ("Written Procedure") pursuant to sections 15 et seq. of the terms and conditions of the Company's 10.5% 2018/2025 unsubordinated, unsecured bond (ISIN: SE0011337054) issued on 8 November 2018 in the outstanding aggregate principal amount of EUR 40,000,000 ("Bonds") with the aim of amending the terms and conditions of the Bonds. The terms and conditions of the Bonds are intended to be amended granting the Company a unilateral option to extend the term of the Bonds by thirty-six months until 8 November 2028, to reduce the interest rate from 8 November 2025 (excluding) to 6.5% p.a. and to pay the interest due annually rather than quarterly in future. In addition, the option would allow the Company to redeem the Bonds in full or in part at any time from 8 November 2025 at an amount equal to 100% of the nominal amount plus accrued but unpaid interest.

Nordic Trustee & Agency AB (publ) as the agent under the terms and conditions of the Bonds will send the invitation to the Written Procedure on 7 April 2025. The Written Procedure will begin on 10 April 2025 and end on 6 May 2025. The record date for eligibility to participate in the Written Procedure is 10 April 2025. The invitation to the Written Procedure and the voting form can be found on the Company's Investor Relations website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations). The quorum for the Written Procedure is given if bondholders representing at least 50% of the nominal amount of the Bonds participate. Approval of the Company's proposal in the Written Procedure requires that bondholders representing at least 66 2/3% of the nominal amount for which bondholders participate in the Written Procedure vote in favour of the proposal. The result of the Written Procedure is expected to be published on 6 May 2025.

For further questions to the Issuer in relation to the proposal, please contact Björn Bäring, Director Finance, bjoern.baering@herthabsc.de or +49 (0)30 300 9280.

For further questions regarding the conduct of the Written Procedure, please contact Nordic Trustee: +47 94 18 73 03; voting.germany@nordictrustee.com.

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 will be no public offer of notes. Investors who wish to participate in the Written Procedure are advised to carefully read the published documents, including the risk factors, before deciding to vote in the Written Procedure in order to fully understand the potential risks and opportunities of the proposed changes and to make a decision only on the basis of all available information about the Company after consultation with their own lawyers, tax and/or financial advisors.

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)