Convertible Bonds 2017/2022 of SLM Solutions Group AG
(ISIN DE000A2GSF58) – Notice pursuant to Section 14 of the Terms and Conditions of the Convertible Bonds;


Early commencement of the Conversion Period

Luebeck, 23 February 2018 – SLM Solutions Group AG (the “Company”) hereby announces with respect to the Company’s convertible bonds in the aggregate principal amount of EUR 58.5 million due on 11 October 2022 (ISIN DE000A2GSF58) (the “Convertible Bonds”) the holders’ early entitlement to convert their bonds pursuant to Section 1 (c) para. 15 (i) (F) of the terms and conditions of the Convertible Bonds (the “Terms and Conditions”).

Section 1 (c) para. 15 (i) (F) of the Terms and Conditions provides that the conversion period, during which the holders of the Convertible Bonds are entitled to convert their bonds in accordance with Section 8 of the Terms and Conditions, prior to 11 October 2020 already begins on the day following the day on which the aggregated amount of voting rights held by Ceresio GmbH, Henner Schöneborn, Roman Schöneborn und Fabian Schöneborn pursuant to Sections 33, 34 of the German Securities Trading Act (WpHG) falls below the threshold of 25 per cent.

On 21 February 2018, the Company became aware that Ceresio GmbH (“Ceresio”) sold 1,312,200 shares in the Company (corresponding to 7.3 per cent of the Company’s share capital) to institutional investors, thereby reducing Ceresio’s interest in the Company’s share capital to 16.77 per cent. Following Ceresio’s sale of shares in the Company, the aggregated voting rights held by Ceresio, Henner Schöneborn, Roman Schöneborn und Fabian Schöneborn, to the Company’s knowledge, amount to about 18.77 per cent and has thus fallen below the 25 per cent threshold of voting rights in the Company.

The conversion price still amounts to EUR 42.3987 per settlement share, subject to future adjustments, in accordance with Section 10 of the Terms and Conditions.

Further information on the Convertible Bonds is available on the website under Investor Relations.

SLM Solutions Group AG
- The Management Board -