EQS-Adhoc: BayWa AG: Understanding in principle on a concept for adjusting the restructuring agreement with key creditors and major shareholders

Understanding in principle on a concept for adjusting the restructuring agreement with key creditors and major shareholders

Munich, June 30, 2026 – The Board of Management of BayWa AG today reached an understanding in principle on a concept for adjusting the existing restructuring agreement with its key financing partners and its two major shareholders, Bayerische Raiffeisen-Beteiligungs-AG and Raiffeisen Agrar Invest AG. The understanding in principle remains subject to approval by the relevant committees and boards of the parties involved and will be further detailed. Until fall 2026, the understanding in principle needs to be translated into a corresponding restructuring agreement, which, in turn will require the approval of boards of BayWa AG, the major shareholders, and all of the financing partners to the original restructuring agreement.

The understanding in principle provides, among other things, for an extension of the restructuring period and a prolongation of the financial liabilities until the end of 2030, as well as interest relief for BayWa AG. In addition, to strengthen its economic equity, the financing partners are to convert financial liabilities of up to EUR 700 million into a subordinated instrument (the “subordinated instrument”). To safeguard the financing partners, the two major shareholders, which together hold a total of approximately 67.1% of BayWa AG’ s shares, are each to initially transfer their shares to a trustee – subject to an exemption, granted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin), from the obligation to publish and submit an offer under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG). The trust arrangement will be dissolved, and the shares will revert to the major shareholders if, in connection with a capital increase planned for 2029, they make available at least EUR 220 million; the exact amount will be adjusted on the basis of the company valuation then current. Otherwise, the trustee will be authorized to sell the shares. To the extent that the aforementioned subordinated instrument cannot be repaid out of the proceeds from the capital increase or from the sale of the BayWa AG shares by the end of the restructuring period, the financing partners will waive it. Only shares of the two major shareholders will be transferred to the trustee. The representation of the major shareholders on the supervisory board of BayWa AG [will remain unaffected by this. 

The understanding in principle also provides for a further focusing of BayWa AG on its core areas of Agriculture, Agricultural Equipment, and Building Materials. The Heating & Mobility business division is to be sold by the end of 2029. The proceeds are to be used principally to repay financial liabilities. In order to optimize refinancing capability at the end of the restructuring period, the two core business divisions Agri Trade & Service and Agricultural Equipment are to be transferred into a subsidiary. Both business divisions will continue to be managed as operationally independently entities – as will the Building Materials segment. .

The Management Board of BayWa AG is confident that, on the basis of the understanding now available, it will be possible to reach the conclusion of a legally binding new restructuring agreement by autumn 2026.

In connection with the parallel restructuring of BayWa r.e. AG, it was agreed with the co-shareholder Energy Infrastructure Partners (“EIP”) to transfer all of the shares held by both shareholders in BayWa r.e. AG to a transformation shareholder, which is to support the restructuring and subsequent sale of the participation. This leads to the intended deconsolidation of BayWa r.e. AG from BayWa AG. Both shareholders will, subject to a recovery certificate (Besserungsschein), waive their existing claims against BayWa r.e. AG, but will continue to participate, unchanged, in the proceeds from the planned sale.

The understanding in principle between BayWa AG and the key financing partners provides that financial liabilities of up to EUR 900 million will be repaid solely from the proceeds – now expected in this amount – of the sale of the shares in BayWa r.e. AG transferred to the transformation shareholder. In the event of lower proceeds, the remaining amount will become part of the aforementioned subordinated instrument.