Photon Energy N.V. Bond 21/27

Photon En­ergy N.V. Bond 21/27 (ISIN: DE000A3KWKY4): Signs of a crisis are mount­ing. What can in­vestors do? In­vit­a­tion to video con­fer­ences (German/​English)

The fin­an­cial situ­ation at Photon En­ergy N.V. con­tin­ues to de­teri­or­ate. The 6.50% Photon En­ergy N.V. Bond 2021/2027, with ISIN DE000A3KWKY4 / WKN A3KWKY, is par­tic­u­larly af­fected. Schirp Schmidt-​Morsbach Recht­san­wälte PartG mbB is there­fore call­ing on bond­hold­ers to safe­guard their in­terests and not to al­low them­selves to be pre­ma­turely per­suaded by the is­suer into mak­ing de­cisions that could cause ser­i­ous dam­age to bondholders.

This year has seen a spate of neg­at­ive re­ports con­cern­ing Photon En­ergy.

• The in­terest pay­ments due on 23 Feb­ru­ary and 23 May for the first and second quar­ters of 2026 have not been made, but have been de­ferred in­def­in­itely. The in­terest pay­ment due on 23 Au­gust for the third quarter of 2026 is also set to be de­ferred. The is­suer states that the reason for this is to con­serve li­quid­ity so as not to jeop­ard­ise its on­go­ing busi­ness op­er­a­tions. Whilst this may be true, it com­pletely dis­reg­ards the in­terests of the bond­hold­ers, as they too are de­pend­ent on the ob­lig­a­tions owed to them be­ing met.
• The dead­line for the sub­mis­sion of the 2025 an­nual ac­counts could not be met; the is­suer has also post­poned this to a later date. This de­prives bond­hold­ers of a key source of in­form­a­tion that would have en­abled them to bet­ter un­der­stand the true situ­ation at Photon. There is a com­plete lack of trans­par­ency. In­vestors are be­ing kept in the dark.
• In the issuer’s an­nounce­ment of 30 July 2026, bond­hold­ers are in­vited to vote by writ­ten cir­cu­lar res­ol­u­tion on pre­par­at­ory re­struc­tur­ing meas­ures. Among other things, a joint rep­res­ent­at­ive is to be elec­ted who will be able to ex­er­cise far-​reaching powers on be­half of the bond­hold­ers. Fur­ther­more, an in­de­pend­ent as­sess­ment of the issuer’s over­all busi­ness is to be car­ried out, the out­come of which will de­term­ine the next steps in the re­struc­tur­ing process.
• Once the in­de­pend­ent as­sess­ment of the issuer’s over­all busi­ness is avail­able – or at the latest by that time – there is a risk that bond­hold­ers will be re­quired to make sub­stan­tial con­ces­sions. These could go as far as a ‘hair­cut’, i.e. a sig­ni­fic­ant write-​down of the bond value.

Why all this is par­tic­u­larly wor­ry­ing:

• At Photon En­ergy N.V., there is a con­flict of in­terest between the equity and debt sides of the bal­ance sheet. A large pro­por­tion of the equity is still held by the found­ing share­holder, Georg Hotar, who con­tin­ues to man­age the com­pany to this day. The equity hold­ers, in­clud­ing Mr Hotar him­self, have an in­terest in shed­ding the bur­den of debt as much as pos­sible and thus re­struc­tur­ing the com­pany without hav­ing to make sig­ni­fic­ant con­tri­bu­tions them­selves. The easi­est way to achieve this is by for­cing bond­hold­ers to ac­cept sub­stan­tial write-​downs, whilst the equity side re­mains largely unscathed.
• In­vestors re­ceive no in­form­a­tion. There has been no proper in­vestor re­la­tions dia­logue for a long time. The man­age­ment leaves the most ur­gent en­quir­ies un­answered. Not even the an­nual ac­counts for 2025 have been presen­ted, al­though they are long over­due un­der Dutch law.
• At present, in­vestors are ex­pec­ted to con­sent to their own dis­em­power­ment by trans­fer­ring key rights to a joint rep­res­ent­at­ive whom, to make mat­ters worse, they can­not even choose them­selves. In­stead, the man­age­ment has put for­ward a can­did­ate who is un­der fire for his con­duct in re­la­tion to an­other bond (Windreich AG) and is even fa­cing a vote of no con­fid­ence there. In­vestors are not be­ing given the op­por­tun­ity to put for­ward their own can­did­ate. Nor do in­vestors have any in­flu­ence over the se­lec­tion of the ad­visers who are to carry out the in­de­pend­ent com­pany valuation.
• Ad­ded to this are straight­for­ward legal er­rors on the part of the is­suer, which demon­strate how little re­gard is paid to in­vestors’ in­terests and legal stand­ards. The latest com­pre­hens­ive in­form­a­tion and the in­vit­a­tion to vote were sent in Eng­lish, even though the terms of the bond stip­u­late that Ger­man must be used. A lump-​sum fee is en­vis­aged for the joint rep­res­ent­at­ive of the bond­hold­ers, even though the Fed­eral Court of Justice has just pro­hib­ited this in a re­cent rul­ing (BGH, or­der of 16 Oc­to­ber 2025 – XI ZB 10/24). This ap­proach, too, is hardly con­du­cive to fos­ter­ing con­fid­ence amongst investors.

Schirp Schmidt-​Morsbach Recht­san­wälte PartG mbB has been in con­tact with sev­eral ma­jor bond­hold­ers of the 6.50% Photon En­ergy N.V. 2021/2027 bond since June last year, with a view to pre­par­ing pos­sible meas­ures to pro­tect the bond­hold­ers. In light of re­cent de­vel­op­ments, the firm now con­siders a prompt and co­ordin­ated ap­proach to be ur­gently re­quired, and, above all, co­ordin­a­tion amongst the bond­hold­ers themselves.

As a first step, we would like to of­fer bond­hold­ers a forum where they can ob­tain in­de­pend­ent ex­pert ad­vice on the cur­rent situ­ation. Here you can watch the re­cord­ing of the video con­fer­ence held on Au­gust 18, 2026: https://​youtu​.be/​J​T​G​W​A​Q​0​F​wIo

The video con­fer­ences will dis­cuss all the op­tions avail­able to in­vestors. Along­side the law­yers from the law firm Schirp Schmidt-​Morsbach, the re­spec­ted fin­an­cial journ­al­ist Chris­tian Schiffmacher will com­ment on the cur­rent situation.

About Schirp Schmidt-​Morsbach Recht­san­wälte PartG mbB

The part­ners at Schirp Schmidt-​Morsbach Recht­san­wälte PartG mbB have been prac­tising law since 1994 and spe­cial­ise in bank­ing and cap­ital mar­kets law. In bond re­struc­tur­ing cases, the firm has re­peatedly ac­ted as Joint Rep­res­ent­at­ive, in­clud­ing in the In­finus and René Lez­ard pro­ceed­ings. Fur­ther­more, the firm has ex­per­i­ence in deal­ing with re­struc­tur­ing scen­arios where, in its view, in­vestors’ in­terests have not been ad­equately taken into ac­count, such as in the Sympatex/​Smart Solu­tions bond case.

The firm is also act­ive in the field of cap­ital mar­kets law col­lect­ive pro­ceed­ings. It is cur­rently rep­res­ent­ing more than a thou­sand of its own cli­ents in con­nec­tion with the Wirecard/​EY case. Fur­ther­more, the firm rep­res­ents the court-​appointed lead claimant in the pending KapMuG pro­ceed­ings be­fore the Bav­arian Higher Re­gional Court and thus bears re­spons­ib­il­ity in pro­ceed­ings in­volving more than 50,000 act­ive parties.

In or­der to ef­fect­ively file counter-​proposals on be­half of in­ter­ested parties, we need the fol­low­ing two documents:

Stock cer­ti­fic­ate with a re­stric­tion note De­pot­bes­chein­i­gung mit Sperrvermerk

Power of At­tor­ney and Vot­ing In­struc­tions — Photon Draft (Ger­man only), as of Au­gust 14, 2026: Voll­macht und Stim­m­recht­s­weisung Photon En­twurf Stand 14.08.2026

Con­tact
Dr Wolfgang Schirp, Solicitor
Schirp Schmidt-​Morsbach Recht­san­wälte PartG mbB
Kant­straße 149
10623 Berlin
Tel.: +49 179 5320213
Email: schirp@​schirp.​com
Web­site: www​.schirp​.com

Se­cur­it­ies discussed
Photon En­ergy N.V. 2021/2027 Bond
ISIN: DE000A3KWKY4
WKN: A3KWKY
Photon En­ergy N.V. Share
ISIN: NL0010391108
WKN: A1T9KW