Obligation Ekosem-Agricole 8.5% ( DE000A1R0RZ5 ) en EUR

Ekosem-Agricole

100 % ▲

Allemagne

DE000A1R0RZ5 ( en EUR )

8.5% par an ( paiement annuel )

06/12/2022 - Obligation échue

Prospectus brochure de l'obligation Ekosem-Agrar DE000A1R0RZ5 en EUR 8.5%, échue

1 000 EUR

78 000 000 EUR

Ekosem-Agrar est une société russe spécialisée dans la production et la transformation de produits agricoles biologiques, notamment de céréales, de légumineuses et d'huiles végétales.

L'obligation DE000A1R0RZ5 émise par Ekosem-Agrar (Allemagne) d'un montant total de 78 000 000 EUR, au taux d'intérêt de 8,5%, échéant le 06/12/2022, avec un prix actuel de marché de 100% et une taille minimale d'achat de 1 000 EUR, a atteint sa maturité et a été intégralement remboursée.

- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

Notice
Please note that this document contains a convenience translation of the Terms and
Conditions of the EUR 78,000,000 (originally EUR 60,000,000.00) 8.5% Bearer Notes
ISIN: DE000A1R0RZ5 / WKN: A1R0RZ issued by Ekosem-Agrar GmbH.
This convenience translation serves for information purposes only. Only the German
version of the Terms and Conditions of the Bond 2012/2022 shall be decisive and le-
gally binding.

Terms and Conditions of the Bond 2012/2022

1.
Form, Securitisation, Principal Amount

a)
Ekosem-Agrar GmbH (Bond Debtor and Issuer) is issuing a bond in the aggregate
principal amount of EUR 60,000,000.00 (hereinafter the "Bond"). The Bond is divided
into 60,000 bearer notes carrying equal rights in the principal amount of EUR 1,000.00
each (hereinafter: "Bearer Notes"). The Bearer Notes may be issued in several
tranches.

b)
The Bearer Notes and interest claims are securitised for the entire term of the Bond in
one or several global certificates that are deposited with Clearstream Banking AG
("Clearstream"). The noteholders are entitled to co-ownership participations in the
global certificate, which are transferrable in accordance with the rules and regulations
of Clearstream. Any entitlements to printouts and delivery of effective parts or coupons
are excluded. The global certificate carries the handwritten or facsimile signature of the
Bond Debtor's legal representatives.

c)
Bearer Notes may be purchased - if applied for in advance - through the subscription
box of EUWAX AG, Stuttgart, and by way of a public sale.

2.
Interest, Maturity

a)
With effect from 7 December 2012 (including) until 6 December 2022 (including), the
Bearer Notes shall bear interest rate of 8.5% p.a. in relation to their nominal amount.
Interest is calculated annually and falls due in arrears on 7 December of each year ("In-
terest Payment Date"), but for the first time on 7 December 2013, and always for the
period from 7 December of one year to 6 December of the following year. The interest
is paid out on the Interest Payment Date or, if this date falls on a Saturday, Sunday or
public holiday at the place of execution (Stuttgart), on the following banking day
(Stuttgart).

b)
If interest is to be calculated for a period of less than one year, this calculation is based
on the actual amount of days used within one interest period, divided by the actual
number of days in the interest period (365 days; 366 days in leap years) (act./act.
method pursuant to the European interest calculation rules).

- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

c)
If the Issuer fails to meet its obligation to redeem the Bearer Note when due, interest
shall continue to accrue on the Bearer Note until the date of the actual redemption. The
noteholders shall not have any further claims.

3.
Paying Agent

a)
Bankhaus Neelmeyer Aktiengesellschaft, Am Markt 14-16, 28195 Bremen, Germany
acts as paying agent for the Issuer (hereinafter the "Paying Agent"). The Paying Agent
reserves the right to change its stated office to another office within the same city
and/or to name additional offices at any time.

b)
The Issuer may change or terminate the appointment of the Paying Agent and appoint
another or additional Paying Agent(s) at any time. The Issuer shall maintain a Paying
Agent at all times. Any changes, appointments or other changes in circumstances shall
only become effective if the noteholders were informed of such in advance and within a
period of at least 30 days but no more than 45 days pursuant to section 10 (except in
the case of insolvency, in which such changes shall become effective immediately).

c)
The Paying Agent, in its role as such, acts exclusively as the Issuer's representative
and is neither appointed by the noteholders nor does it act as their trustee.

4.
Redemption, Repurchase

a)
The Bearer Notes shall be repaid on 7 December 2022 (maturity date of the principal
amount), unless already repaid fully or partly before the maturity date. The Bearer
Notes shall be redeemed on the Redemption Date in the amount of the redemption
amount. The redemption amount for each Bearer Note corresponds with the principal
amount of the Notes.

b)
The Issuer may acquire or sell Bearer Notes (also via authorised third parties) on the
market or through other means. Repurchased Bearer Notes may be cancelled, held or
resold.

5.
Payments

a)
The Issuer shall unconditionally and irrevocably agree to pay both interest and capital
(principal) of the Bearer Notes into an account held by the Issuer at the Paying Agent
upon maturity. If the Redemption Date or Interest Payment Date fall on a day that is not
a payment day, the noteholders have no claim to payment until the next payment day.
As payment day shall be deemed any day except Saturday or Sunday on which the
Clearstream system as well as all affected areas of the Trans-European Automated
Real-time Gross Settlement Express Transfer System 2 are operational and ready to
transfer the payment in question.

b)
The Paying Agent shall transfer the payable amounts via the Clearstream system to
the noteholders. The Paying Agent shall only make payment if the Issuer has provided
the corresponding amounts. Al of the Issuer's payments made through the Paying
Agent to Clearstream or other orders shall relieve the Issuer of its liabilities to the note-
holders arising from the Bearer Notes in the amount of the payments made.

c)
All interest payable on the Bearer Notes is paid out pursuant to the statutory provisions
applicable at the time of distribution.

d)
The Issuer may register with Stuttgart District Court such amounts of the receivables
from the Bearer Notes that the noteholders have not claimed within 12 months of the
Redemption Date and/or the Interest Payment Date, even if the noteholders have not

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- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

defaulted on acceptance. If such deposit is made and the right of redemption is relin-
quished, the noteholders' claims in this regard against the Issuer expire.

6.
Ranking

The Issuer's obligations to the noteholders of the Bearer Notes are unsubordinated, not
secured by property, direct and unconditional. They hold the same rank as all other lia-
bilities of the Issuer that are not secured by property and unsubordinated, insofar as
these do not take priority on account of binding statutory regulations.

7.
Taxes

a)
If the Issuer is required by law to pay taxes on the receivables from the Bearer Notes,
the payable amount is reduced by the amount of tax to be paid. The noteholder shall
pay all personal taxes applicable to the corresponding Bearer Note. The Issuer is not
obliged to make additional payments to the noteholders in view of such deduction or
amount retained.

b)
Insofar as the Issuer is not bound by law to deduct and/or retain taxes, charges or oth-
er fees, it is not obliged in any way to meet the noteholders' statutory payment obliga-
tions.

8.
Call Rights

a)
The noteholders may not terminate the Bearer Notes with notice at an early date. All
noteholders of Bearer Notes may call all of their receivables from the Bearer Notes by
submitting a termination without notice and demand immediate redemption at their
principal amounts, including accrued interest, if:

(aa) The Issuer has not paid the receivables from the Bond within 30 days of the cor-
responding Redemption Date,

(bb) Insolvency proceedings have been initiated against the Issuer, which have not
been suspended or abandoned within 60 days thereafter, or the Issuer has ap-
plied for such proceedings or has ceased payment or offers or implements a
general compensation payment to all its noteholders, or

(cc) The Issuer liquidates, unless such liquidation forms part of restructuring
measures or a merger with another company and this company - in the place of
the Issuer - assumes all liabilities arising from these Terms and Conditions, or

(dd) The Issuer announces its inability to pay, or

(ee) The Issuer's shareholders terminate the mutually binding withdrawal agreement,
according to which the recognised profits/net annual profits are fully retained and
no profits are withdrawn or distributed for the purpose of the Issuer providing its
own funding, or if profits are withdrawn by or distributed to the shareholders con-
trary to such withdrawal agreement before all of the noteholders' claims to inter-
est payments and redemption of this Bond have been fully met by the Issuer, or

(ff)
The Issuer does not meet its obligations pursuant to section 11 d) in the case of a
Change of Control.

If the reasons for termination are rectified before exercising the termination right, the
termination right shall expire.

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- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

b)
The noteholder of the corresponding Bearer Note must submit any termination pursu-
ant to section a) by posting a registered letter in German to the Issuer, with the termi-
nation becoming effective upon receipt. Proof of ownership, e.g. an up-to-date confir-
mation issued by the custodian bank, must be attached to the termination.

c)
In the case of termination pursuant to section a), paragraphs aa) and cc), notice of ter-
mination shall only become effective - if none of the reasons for termination stated in
section a), paragraphs bb) and dd) are applicable at the time - if the Issuer has re-
ceived notices of termination from noteholders in the principal amount of at least 10%
of the total principal amount of all Bearer Notes still outstanding at that time.

d)
Effective from 7 December 2020, the Issuer is entitled to terminate all or part of the
outstanding Bearer Notes at its discretion with a period of at least 30 and no more than
60 days according to section 10 of the Terms and Conditions and to pay the amount of
early repayment (Call) (as defined below) until the date of termination. Termination is
only permitted if all or 50% of the principal amount of the Bearer Notes is called,
whereas the Issuer may decide if and which issued Bearer Notes should be fully re-
deemed or if all issued Bearer Notes should be redeemed in the amount of 50%. In the
event of an early repayment, the amount of early repayment (Call) shall be

-
as of 7 December 2020 102.5% of the nominal amount of the Bearer Notes and
-
as of 7 December 2021 102% of the nominal amount of the Bearer Notes.

e)
The Issuer may give proper notice of three months prior to the end of a quarter to ter-
minate the Bearer Notes so as to partially or fully redeem them at an early date if the
Issuer would be obliged to make additional payments on the next Interest Payment
Date due to the laws and regulations on taxes or charges of the Federal Republic of
Germany being amended or expanded or due to the reorganisation of Germany's polit-
ical structures or tax authorities or due to an amendment or expansion of the applica-
tion or the official interpretation of such laws and regulations (as long as these will be-
come effective on or after the date the Bearer Notes are issued) and cannot avoid this
obligation by implementing reasonable measures available to the Issuer.

9.
Additional Bearer Notes, Negative Pledge

a)
The Issuer reserves the right, at all times and without approval from the noteholders, to
issue additional Bearer Notes of the same type in such manner that they may be com-
bined with the Bearer Notes, together to form one unified Bond, and as such increase
their aggregate principal amount ("Replenishment"). In the case of Replenishment, the
term "Bearer Note" also refers to the additionally issued Bearer Notes.

b)
The Issuer is also free to issue additional bonds, e.g. those that do not form a unit with
the Bearer Notes, or other debt securities as well as financial products.

c)
For the term of the Bearer Notes, the Issuer shall:

-
Ensure that the obligations from the Bearer Notes will retain equal ranking with all
other loan liabilities of the Issuer not secured by property in the future, and

-
Not pledge or instruct to pledge to third parties by way of legal mortgage or lien
on movable objects any current or future capital market liabilities of the Issuer
with an original maturity of more than one year that are usually traded on a stock
exchange or on another regulated securities market or that are intended to be
traded in accordance with a public offer. The same shall apply to guarantees or
warranties on such liabilities. Security can only be provided if the Bearer Notes

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- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

participate pro-rata in such security at the same time and with the same equal
ranking.

10. Announcements

Any announcements made by the Issuer with regard to the Bearer Notes are published
on the Issuer's website at www.ekosem-agrar.de, unless no other form of publication is
required by law. Announcements shall be deemed to be effective on the third day after
the publication date.

11. Change of Control

a)
If a Change of Control occurs (as defined below), all noteholders may, but do not have
to, choose to demand for the Issuer to either redeem or purchase their Bearer Notes at
the early redemption amount (put) (as defined below) in full or part ("put redemption op-
tion"). Either the Issuer or a third party instructed by the Issuer may redeem or pur-
chase the Bearer Notes. However, for the put redemption option to be effectively exer-
cised, the noteholders of Bearer Notes must have declared that they wish to exercise
the put redemption option in the principal amount of at least 50% of the aggregate prin-
cipal amount of the Bearer Notes outstanding at the time of the declaration within the
redemption period defined in section 11, 3). The put redemption option must be exer-
cised as described in the following sections.

b)
A Change of Control within the meaning of these Terms and Conditions has occurred if
one of the following applies:

-
The Issuer obtains knowledge of a person or a jointly acting group of persons
pursuant to section 2(5) of the German Securities Acquisition and Takeover Act
(Wertpapiererwerb- und Übernahmegesetz, WpÜG) having become the legal or
economic owner of more than 50% of the Issuer's voting rights, or

-
The Issuer merges with or is integrated into a third party (as defined below) or a
third party mergers with or is integrated into the Issuer or all or the vast majority
of the Issuer's assets (consolidated) are sold to a third party, except in connec-
tion with legal transactions resulting in (a) the holders of all of the Issuer's voting
rights directly holding at least the majority of voting rights in the surviving legal
entity in the case of a merger, or (b) the legal entity acquiring all or the vast ma-
jority of the assets being or becoming a subsidiary of the Issuer and becoming
the guarantor of the Bearer Notes; within the meaning of these provisions, "third
party" pertains to all entities, except a subsidiary of the Issuer.

The transfer of shares by way of succession does not constitute a Change of Control.
The same applies if a person acquires shares who at the time of acquisition is i) al-
ready a shareholder of the Issuer, ii) a first- or second-degree relative of a shareholder
of the Issuer, or iii) the spouse of a shareholder of the Issuer.

c)
The early redemption amount (Put) is 103% of the principal amount of each Bearer
Note plus accrued and unpaid interest up to (but not including) the Redemption Date
due to a Change of Control, whereby Redemption Date due to a Change of Control is
the day that lies 90 days from the announcement of the Change of Control pursuant to
section 11, d).

d)
In the case of a change of control, the Issuer shall inform the noteholders immediately
upon obtaining knowledge of such change of control pursuant to section 10 of these
Terms and Conditions ("Change of Control Announcement"). The Issuer shal state

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- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

the circumstances of the Change of Control as well as the process of exercising the re-
demption option described in this provision.

e)
If a noteholder exercises the put redemption option, this must be declared in writing to
the custodian bank of the noteholder no later than 30 days after a Change of Control
has been announced. The Issuer shall choose to either redeem the material Bearer
Note(s) as of the Redemption Date due to a Change of Control or purchase it (them) or
instruct a third party to purchase it (them) in its name insofar as it (they) has (have) not
been already redeemed or purchased and cancelled. The transaction shall be pro-
cessed through the Clearing System. The noteholders shall not be able to appeal an
exercise notice once it has been issued.

12. Noteholders' Majority Resolutions

a)
The noteholders may approve amendments to these Terms and Conditions made by
the Issuer by casting a majority vote. The noteholders shall pass resolutions either in a
noteholders' meeting or by way of a vote without meeting.

b)
Noteholder's majority votes are equally binding for all noteholders. A noteholder majori-
ty vote on a resolution that does not intend for all noteholders to have equal rights is
ineffective unless the disadvantaged noteholders explicitly agree to be disadvantaged.
A majority vote cannot be used for obliging noteholders to perform.

c)
All noteholders participate in noteholder votes according to the principal amount or
mathematical value of their share in the outstanding Bearer Notes. The voting right re-
mains dormant as long as the Issuer or a company affiliated with the Issuer (section
271(2) of the German Commercial Code [Handelsgesetzbuch, HGB]) is entitled to the
Bearer Notes or if the Bearer Notes are held on account of the Issuer or a company af-
filiated with the Issuer. The Issuer shall not relinquish Bearer Notes with dormant voting
rights to a third party for the purpose of exercising the voting rights in its place; this
shall also apply to any company affiliated with the Issuer. No person is permitted to ex-
ercise the voting right for the purpose stated in sentence 3, first half of the sentence.

d)
The noteholders may approve the following measures, in particular, by way of majority
vote:

(i)
Changing the maturity, reducing and excluding interest;
(ii)
Changing the maturity of the principal receivable and/or the entitlement to early
redemption;
(iii)
Reducing the principal receivable and/or the entitlement to early redemption;
(iv) Subordinating the receivables from the Bearer Notes during the Issuer's insol-
vency proceedings;
(v)
Converting or exchanging Bearer Notes into shareholdings, other securities, or
other commitments;
(vi) Exchanging or authorising securities, if securities have been issued;
(vii) Changing the Bearer Notes' currency;
(viii) Relinquishing or restricting the noteholders' Call Right;
(ix) Replacing the Debtor; and
(x)
Changing or annulling incidental provisions of the Bearer Notes.

e)
The noteholders cast their vote with a simple majority of the voting rights participating
in the vote. Resolutions that change material aspects of these Terms and Conditions,
particularly in the cases stated in section 12, paragraph d), (i) to (ix), require a qualify-
ing majority of at least 75% of participating voting rights to become effective.

6

- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

f)
At the discretion of the Issuer, noteholders' meetings shall be held either at the place of
the registered office of the Issuer, within a 50 km radius of the place of the registered
office of the Issuer or at any place where a German stock exchange is located.

g)
No person shall offer, promise or grant advantages as consideration for a certain per-
son to abstain from voting or to vote for a certain cause during a meeting of notehold-
ers or during a vote. Any person carrying a voting right shall neither demand, obtain a
promise or accept advantages and consideration of any kind for abstaining from voting
or voting for a certain cause during a meeting of noteholders or during a vote.

13. Noteholders' Representative

a)
In accordance with section 7(1) of the German Act on Notes (Schul-
dverschreibungsgesetz, SchVG), the noteholders may by majority resolution appoint a
representative for all noteholders ("Noteholders' Representative").

b)
The responsibilities and authorisations assigned to the Noteholders' Representative
appointed by a resolution are determined by the SchVG and by majority resolutions of
the noteholders. The Noteholder's Representative shal follow the instructions issued
by the noteholders. Insofar as the Noteholders' Representative is authorised to enforce
noteholders' rights, the individual noteholders shall not enforce such rights on their
own, unless this has been expressly permitted by majority vote. The Noteholders' Rep-
resentative shall report to the noteholders about his/her activities.

c)
In his/her function as joint and several creditor, the Noteholders' Representative shal
be liable to the noteholders for properly performing his/her responsibilities; he/she shall
employ the same care when carrying out his/her tasks as a prudent and diligent man-
aging director would. The liability of the Noteholders' Representative may be limited by
noteholders' resolutions. The noteholders shall decide on whether or not and to which
extent to claim damages from the Noteholders' Representative.

d)
The noteholders may dismiss the Noteholders' Representative at any time without giv-
ing cause. The Noteholders' Representative may demand that the Issuer provides all
information required for fulfilling the responsibilities he/she has been assigned with.
The costs and expenses incurred by appointing a Noteholders' Representative, includ-
ing appropriate compensation of the Noteholders' Representative, shal be paid by the
Issuer.

14. Presentation Period, Limitation Period

The presentation period stated in section 801(1), sentence 1 of the German Civil Code
(Bürgerliches Gesetzbuch, BGB) is reduced to 10 years for the Bearer Notes. The limi-
tation period for claims arising from the Bearer Notes presented for payment during the
presentation period is two years from the end of the presentation period.

15. Applicable Law, Place of Execution and Jurisdiction

a)
The Bearer Notes, as to form and content, and all rights and obligations resulting
thereof, shall be governed exclusively by German law.

b)
The place of execution shall be 69190 Walldorf, Germany.

c)
The place of jurisdiction for all legal disputes arising from the legal relationships stipu-
lated in these Terms and Conditions is Walldorf, Germany; this applies to business
persons, legal entities under public law, special assets under public law, and entities

7

- CONVENIENCE TRANSLATION -
(Only the German version of the Terms and Conditions shall be binding and decisive)

with no general place of jurisdiction in Germany. All claims against the Issuer must be
filed exclusively at the place of jurisdiction.

d)
Each noteholder is entitled to exercise his rights arising from the Bearer Notes in every
lawsuit against the Issuer or in every lawsuit in which the noteholder and the Issuer are
parties, in his own name based on the following: a certification of the depositary bank
holding the Bearer Notes in a custody account for the noteholder is provided which
states (a) the full name and address of the noteholder and (b) the total nominal amount
of the Bearer Notes which are held by the noteholder at the date on which the deposit
certification is issued.

16. Partial Ineffectiveness

Should one of the provisions of these Terms and Conditions be or become ineffective,
this shall not affect the effectiveness of the other provisions. The Issuer shall, at its own
equitable discretion, replace the ineffective or unenforceable provision with such provi-
sion as comes closest to the meaning stated in these Terms and Conditions.

The Issuer may, without approval from the noteholders, correct or amend (i) apparent
typing errors or miscalculations or similar apparent mistakes as well as (ii) conflicting or
incomplete provisions in these Terms and Conditions, whereby in the cases stated in
(ii) only such corrections or amendments are permitted as would by deemed reasona-
ble for the noteholders whilst taking into account the Issuer's interests, meaning such
that will not place a burden on their financial situation.
* * *

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