EQS-Adhoc: BayWa AG: BayWa AG transfers majority stake in BayWa r.e. AG to EIP, adjustment of restructuring concept requires

BayWa AG: BayWa AG transfers majority stake in BayWa r.e. AG to EIP, adjustment of restructuring concept required

Munich, 23 February 2025 – BayWa AG has reached a commercial agreement with Energy Infrastructure Partners (EIP), the co-shareholder in BayWa r.e. AG, to carry out a capital increase at BayWa r.e. AG, which will essentially be subscribed by EIP and will therefore lead to EIP taking over a majority stake (“change of control”) in BayWa r.e. AG. As part of the capital increase, BayWa AG undertakes to relinquish existing claims from shareholder loans to BayWa r.e. AG in the amount of around EUR 350 million. With the capital increase and additional debt financing provided, the additional capital and guarantee requirement of BayWa r.e. of approximately EUR 435 million until 2028 – identified in the update of the restructuring report – can be covered. The need arises due to geopolitical and market-specific uncertainties and the associated volatility in the market for renewable energies. Following the implementation of the capital increase, BayWa AG's stake in BayWa r.e. AG will be reduced from the current 51% to 35%. As a result, BayWa r.e. AG will no longer be fully consolidated in the consolidated financial statements of BayWa AG. As a result of the transaction, BayWa r.e. AG will be financially positioned in line with its capital-intensive business model, which, from today's perspective, will also support a positive development of the value of BayWa AG's stake in BayWa r.e. AG in the long term. By selling its majority stake, BayWa AG will focus more intensively on its core business as envisaged in the transformation concept. This commercial agreement still has to be reflected in binding contracts and requires the approval of the boards of EIP and the supervisory board of BayWa AG. The implementation of the capital increase and the related agreements will in any case be subject to merger control clearance.

The above-mentioned reduction in BayWa AG's claims from shareholder loans against BayWa r.e. will result in negative equity at BayWa AG, meaning that a general meeting of shareholders will have to be convened due to the loss of half of the share capital pursuant to Section 92 of the German Stock Corporation Act (AktG). The positive going concern forecast for BayWa AG remains valid.

Due to the reduction in BayWa AG's claims from shareholder loans against BayWa r.e. AG, the restructuring report must also be updated and, on this basis, adjustments to the restructuring agreement must be agreed with BayWa AG's main financing partners and its two major shareholders Bayerische Raiffeisen-Beteiligungs-AG and Raiffeisen Agrar Invest AG. In particular, the restructuring phase is expected to be extended by one year until the end of 2028. Based on the current discussions, the Board of Management of BayWa AG assumes that it will be possible to reach an agreement on the necessary adjustments to the restructuring agreement.

The Board of Management is also currently reviewing the necessary adjustments to the restructuring plan as part of the StaRUG proceedings. The StaRUG proceedings will not interfere with the BayWa Group's operating business. Due to the necessary adjustments, the submission of the restructuring plan and, if necessary, the utilisation of further procedural aid under the StaRUG will take place later than previously planned. The Board of Management continues to assume that the StaRUG proceedings will be successfully concluded and that an adjusted restructuring agreement and financing agreements (for the reorganisation of financing until the end of 2028) can therefore be effectively agreed.

The effects of the delay in the StaRUG proceedings on the publication date of the annual and consolidated financial statements and the date of BayWa’s Annual General Meeting (previously scheduled for 27 May 2025) will be announced in due time.