EQS-News: PAUL Tech AG: Announcement of Vote Without Meeting - Invitation to Vote

 Mannheim, 14 October 2025The Issuer announces a vote without meeting (Abstimmung ohne Versammlung) relating to the Notes to adopt certain amendments of the terms and conditions of the Notes (the "Terms and Conditions").The vote without a meeting (the "Voting") aims to adjust the maturity date and the interest provisions under the Notes (the "Amendments").This announcement highlights important information addressed in further detail in the Invitation to Vote without Meeting for the Notes (Aufforderung zur Stimmabgabe) contained in the Invitation to Vote dated 13 October2025 (the "Invitation to Vote") which is expected to be published in the Federal Gazette (Bundesanzeiger) in the course of today. Holders of the Notes (each a "Holder") are advised to carefully read the Invitation to Vote in its entirety. The Invitation to Vote will also be available on the Issuer's website at ir.paul.tech/en/anleihe/.Unless stated otherwise, capitalised terms used, but not defined, herein will have the same meanings as assigned to them in the Invitation to Vote.Rationale for the proposed AmendmentThe Notes were issued by PAUL Tech AG (formerly ACTAQUA GmbH) in December 2020 and the aggregate princupal amount and the aggregate principal amount was increased by November 2022 to the aggregate principal amount of EUR 35,000,000. The Issuer holds Notes in an aggregate principal amount of EUR 3,571,000 on own account.Under the current Terms and Conditions, the maturity date of the Notes is 1 December 2025, and the Notes bear interest at 7.00% p.a. until the maturity date.On 8 October 2025, the Issuer announced that the intended refinancing of the Notes announced in September 2025 through the issuance of a new bond in the Nordic Bond format will not be pursued for the time being.Against this background, the Issuer is seeking the consent of the Holders to postpone the maturity date of the Notes by one year to 1 December 2026. The period within which the Notes may be redeemed at the option of the Issuer at 101.00% of their nominal value would be changed accordingly to the period from 1 December 2024 to 30 November 2026 (each inclusive).In return, the Issuer is offering to the Holders an adjustment to the interest rate of the Notes: In the period from 1 December 2025 (inclusive) to the maturity date (exclusive), i.e., in the extended term compared to the original terms of the Notes, the interest rate on the Notes will be increased to 9.00 % p.a.The Issuer expects a significant improvement in its operating profitability over the next twelve months due to the accelerated roll-out of the product PAUL Net Zero since the end of Q2/2025 as well as the implementation of a capital increase. Furthermore, the Issuer assumes that these measures will lead to a substantial improvement in its creditworthiness and thereby create an optimized basis for a long-term refinancing of the Notes.Proposed AmendmentsThe Issuer proposes to the Holders to amend § 4(1), § 6(1) and § 6(3) of the Terms and Conditions of the Notes.If the Amendments are approved, the following changes will take effect:Postponement of the maturity date of the NotesUnder the proposed new § 6(1) of the Terms and Conditions the maturity date of the Notes will be postponed by one year to 1 December 2026.Extension of Issuer call periodThe proposed new § 6(3) of the Terms and Conditions will extend the period during which the Notes may be redeemed at the option of the Issuer at 101.00% of their nominal value to be from 1 December 2024 to 30 November 2026 (each inclusive).Change to interest rate for the extended termUnder the proposed new § 4(1) of the Terms and Conditions the interest rate payable on the Notes will be increased to 9.00 % p.a. for the extended term of the Notes, i.e., the period from 1 December 2025 (inclusive) to 1 December 2026 (exclusive) being the proposed new maturity date of the Notes.Information on the VotingAs further described in the Invitation to Vote, the Issuer invites the Holders to vote without meeting (Abstimmung ohne Versammlung) on, and solicits their consent in respect of, the proposed Amendments for the Notes during the voting period commencing on 3 November 2025, 00:00 a.m. (Frankfurt am Main time) and ending on 5 November 2025, 24:00 (end of day) (Frankfurt am Main time) (the "Voting Period").The Voting will be conducted by the notary public Dr. Christiane Mühe, Taunusanlage 17, 60325 Frankfurt am Main, Germany, who has been appointed by the Issuer for that purpose (the "Scrutineer").If the proposed Amendments become effective in respect of the Notes, each present and future Holders of the Notes will be bound by the Amendments, whether or not such Holder consented to the Amendments or participated in the Voting.Holders who wish to participate in the Voting are required to register prior to 30 October 2025, 23:59 (Frankfurt am Main time) (the "Registration Deadline").In order to participate in the Voting, Holders will need to register directly with the Scrutineer and submit a Special Proof and Blocking Confirmation in Text Form to the Scrutineer no later than the Registration Deadline (i.e. by 23:59 (Frankfurt am Main time) on 30 October 2025). Following such registration Holders must send their Voting Form to the Scrutineer during the Voting Period (i.e. from 00:00 a.m., (Frankfurt am Main time) on 3 November 2025 until 24:00 (end of day) (Frankfurt am Main time) on 5 November 2025).Further details on the procedures for voting and the prerequisites which must be met by Holders for participating in the Voting and exercising voting rights are set out in the Invitation to Vote.Expected TimetableHolders should take note of the following key dates in connection with the Voting. The following summary of key dates is qualified in its entirety by the more detailed information appearing in the Invitation to Vote. The dates below are subject to modification in accordance with the terms of the Invitation to Vote: Availability of further Information Lewisfield Deutschland GmbH will act as Solicitation Agent for the Invitation to Vote. Questions regarding the Invitation to Vote may be directed to:Lewisfield Deutschland GmbHDanziger Straße 6410435 BerlinDeutschlandEmail: info@lewisfield.deAttention: Marc SpeidelThe Issuer has appointed the notary public Dr. Christiane Mühe, to act as Scrutineer in connection with the Invitation to Vote. All questions relating to the form of documents and their validity, as well as questions of eligibility, proper registration, and lawful submission (including the time of receipt) and acceptance of a vote cast, shall be decided by the Scrutineer:Notarin Dr. Christiana MüheFunke Mühe Partnerschaft Rechtsanwälte und NotareTaunusanlage 1760325 Frankfurt am MainGermanyFax: +49 69 7079 685 55Email: PAULTech@fm-notare.comThe address and contact details of the Issuer are as follows:PAUL Tech AGTheodor-Heuss-Anlage 1268165 MannheimGermanyE-Mail: ir@paul.techDISCLAIMERThis announcement must be read in conjunction with the Invitation to Vote. This announcement and the Invitation to Vote contain important information which should be read carefully before any decision is made with respect to the proposed Amendments. The Invitation to Vote should be consulted for additional information regarding the voting procedures. To receive copies of the Invitation to Vote or for questions relating to the Invitation to Vote, please use the contact information set out above. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the proposed Amendment, it should seek its own financial and legal advice, including as to any tax consequences, from its professional advisers. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Voting. Neither the Issuer, nor the Solicitation Agent nor the Scrutineer (or their respective directors, officers, employees, affiliates or agents) makes any recommendation as to whether Holders should vote on or consent to the proposed Amendment. The distribution of this announcement and the Invitation to Vote in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Invitation to Vote come are required by the Issuer, the Solicitation Agent and the Scrutineer to inform themselves about, and to observe, any such restrictions.