DGAP-Adhoc: MOLOGEN AG: Agreement with the principle creditor on the waiver of terminations and adjustment of bond conditions of convertible bond 2016/2024 and convertible bond 2017/2025

Publication of an inside information pursuant to Section 17 of the regulation (EU) No. 596/2014

MOLOGEN AG: Agreement with the principle creditor on the waiver of terminations and adjustment of bond conditions of convertible bond 2016/2024 and convertible bond 2017/2025

Berlin, 26 October 2018 - The Executive Board of MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90) (the "Company") reached today, with the approval of the Supervisory Board, an agreement with the majority creditor of the (i) EUR2,540,000 6% convertible bond 2016/2024 (ISIN DE000A2BPDY4) issued by the Company and (ii) the EUR4,999,990 6% convertible bond 2017/2025 (ISIN DE000A2DANN4) with respect to the waiver of terminations and an adjustment of the terms and conditions of both convertible bonds. The adjustment of the terms and conditions of the convertible bond 2017/2025 is to be submitted to the creditors for approval at a Creditors' Meeting to be convened shortly.

As announced in the Company's ad-hoc notification dated 8 October 2018, the Company has entered into negotiations with major creditors of the convertible bonds against the background of the termination option provided for in the terms and conditions of the convertible bonds 2016/2024 and 2017/2025, in order to avoid an immediate maturity of both convertible bonds in the total amount of approximately EUR6.6 million and the resulting potential threat of insolvency of the Company.

The negotiations with the principle bondholder, who holds all bonds of the convertible bond 2016/2024 and more than 75% of the outstanding bonds of the convertible bond 2017/2025, were concluded today. Following the agreement reached, the principle bondholder waives its right to exercise the currently existing special termination right, which currently exists due to the capital reduction carried out by the Company in summer 2018 under the terms of both convertible bonds. This will avert the immediate maturity of both convertible bonds and the associated immediate repayment obligation of approximately EUR6.6 million. In return, the Company offers to amend the terms and conditions of the bonds as follows:

With regard to the convertible bond 2016/2024, (i) the conversion price shall be reduced from EUR7.50 to EUR2.74 (equivalent to 89% of the volume-weighted average of the market prices of the Company's shares in XETRA trading on the Frankfurt Stock Exchange over the last 10 trading days), (ii) to increase the interest rate from 6% to 8% and (iii) in the event of a change of control of the Company, to grant bondholders the right to demand repayment of 103% of the principal amount of the bonds. This right granted in the event of a change of control corresponds to the conditions already applicable today for the convertible bond 2017/2025.

With regard to the 2017/2025 convertible bond, the conversion price is to be reduced from EUR7.61 to EUR2.46 (equivalent to 80% of the volume-weighted average value of the Company's share price in XETRA trading on the Frankfurt Stock Exchange over the last 10 trading days).

In addition, a special right of termination is to be included in the terms and conditions of both convertible bonds in the event that the described adjustments to the terms and conditions of the bonds are not effectively implemented by 30 June 2019 at the latest.

In November 2018, the Company intends to convene a Creditors' Meeting on the convertible bond 2017/2025 in order to present the agreement reached with the principal creditor to all creditors of the convertible bond 2017/2025 for voting.

- End of the ad-hoc notification -

Contact

Claudia Nickolaus

Head of Investor Relations & Corporate Communications
Tel: +49 - 30 - 84 17 88 - 38
Fax: +49 - 30 - 84 17 88 - 50
investor@mologen.com

Note about risk for future predictions

Certain information in this report contains forward-looking statements or the corresponding statements with negation or versions deviating from this or comparable terminology. These are described as forward-looking statements. In addition, all of the information given here that refers to planned or future results of business areas, key financial figures, developments of the financial situation or other financial figures or statistical data, is to be understood as such forward-looking statements. The company points out to investors that they should not rely on these forward-looking statements as predictions about actual future events. The company is not obligated and refuses to accept any liability for the forward-looking statements and has no obligation to update such statements in order to accurately reflect the current situation.