SdK calls on bondholders of Kronos EKS AG & Co. KG (formerly BayWa Bond) to join Forces and protect their interests

Kronos EKS AG & Co. KG has invited the holders of its EUR 100 million bond (ISIN: DE000A351PD9 / WKN: A351PD) to vote in a written resolution procedure (vote without a bondholders' meeting). According to the company, Kronos replaced BayWa AG as issuer of the notes by way of a transfer of debt (debtor substitution), effective 18 September 2026.

The proposed resolutions to be voted on between 12 October 2026 and 14 October 2026 primarily provide that bondholders irrevocably assign, without any compensation, 98% of the principal amount, all accrued and unpaid interest, and all future interest relating to that 98% portion to a trustee (SGP Schneider Geiwitz Beteiligungsgesellschaft 93 mbH). In addition, the coupon is to be reduced from 7.75% p.a. to 3.00% p.a. from the effective date of the resolutions. BayWa AG's guarantee is to be released to the same extent, i.e. for 98% of the nominal amount and the corresponding interest claims. Furthermore, Dr. Carlos Mack, attorney-at-law (Baker Tilly), is proposed to be appointed as the Joint Representative of the Bondholders.

The German investor protection association SdK Schutzgemeinschaft der Kapitalanleger e.V. ("SdK") advises affected bondholders to join forces and coordinate their interests.

In our view, the proposed resolutions are difficult to justify. While the restructuring plan does not require any restructuring contribution from the shareholders, the bondholders would permanently lose almost all of their claims through the uncompensated assignment. Only 2% of the principal amount would remain, together with an annual coupon of just 3.0%. The proposal does not provide for any contingent value right, recovery participation, or any other upside mechanism for bondholders. Any proceeds from asset disposals would ultimately benefit only the participating banks. The free-float shareholders retain their equity position and therefore continue to participate in any future upside potential. The major shareholders also retain part of the upside potential, as they have the right to repurchase the shares transferred to the trustee in 2029 for EUR 220 million. Bondholders, by contrast, would permanently forfeit 98% of their claims, together with the related interest.

In order to ensure the best possible protection of bondholders' interests, the SdK calls on all affected bondholders to join the bondholders' interest group and authorize the SdK to represent their voting rights in the upcoming vote. Affected investors can register for a free newsletter and download a proxy authorization form for voting representation at www.sdk.org/baywa. The SdK will keep all registered bondholders informed about further developments through its newsletter.

Affected SdK members are welcome to contact the SdK with any questions by email at info@sdk.org or by telephone at +49 89 2020846-0.

Munich, 23 September 2026

SdK Schutzgemeinschaft der Kapitalanleger e.V.

Contact Details:
Schutzgemeinschaft der Kapitalanleger e.V.
Implerstr. 24
81371 München
Tel: 089 / 2020846-0
Fax: 089 / 2020846-10
E-Mail: info@sdk.org

Press Contact:
Dr. Marc Liebscher
Tel: 089 / 2020846-0
E-Mail: presseinfo@sdk.org