Details of the reverse merger of iQ Power Licensing AG with iQ Power AG

10.02.2015

 

iQ Power AG
Zug / Switzerland

- ISIN CH0020609688 (German WKN A0DQVL) and
ISIN CH0199540599 (German WKN A1J7TW) -

Announcement of the reverse merger of iQ Power Licensing AG (CHE 112 032 071) with iQ Power AG pursuant to (CHE 112 097 716). Art. 3, para. 1 lit. a Merger Act and the merger of capital into iQ Power Licensing AG

 

The former iQ Power AG ("iQP") held a stake of 100% in its former subsidiary iQ Power Licensing AG ("iQPL"). The extraordinary shareholder meetings of the iQP and iQPL agreed on 01/27/2015 to the acquisition of iQP within the meaning of Art. 3, para. 1 lit. a FusG by the iQPL. Since through the reverse merger by civil resolution the acquired iQP dissolves without liquidation, it is required that the acquiring iQPL overtakes the legal status of iQP in the context of an overall succession. Upon registration of the merger in the commercial register on 1/27/2015 the reverse merger has become effective. The reverse merger is intended to simplify the group structure to reduce costs and increase the attractiveness of the trade of iQP-shares on the stock exchange.

Furthermore, the Extraordinary Shareholder Meeting of iQPL on 01/27/2015. Art. 623 OR has decided that the current 100 iQPL registered shares with a nominal value of CHF 1,000 will be split each into 10,000,000 registered shares with a nominal value of CHF 0.01. In addition, the Shareholders of iQPL have decided to increase the capital, Art. 650 para. 1 OR, so that in a second step, the iQPL share capital of CHF 100,000.00 increased by CHF 2,352,353.38 through the issuance of 235,235,338 registered shares with a nominal value of CHF 0.01 each. Following the entry of the merger in the commercial register, the iQPL will have a share capital of CHF 2,452,353.38, divided into 245,235,338 registered shares with a nominal value of CHF 0.01 each. The decision on the capital increase and the corresponding amendment of statutes were (Art 650 para 3, 651a, Section 1 OR) registered on 01/27/2015 in the commercial register of the company and have thus become effective; since then the share capital of iQPL is effectively increased.

The exchange of the iQP shares in iQPL shares tendered will be accomplished with an exchange ratio of 4: 1. Each shareholder of iQP will receive 1 (one) iQPL registered shares with a nominal value of CHF 0.01 per 4 (four) iQP ordinary shares (ISIN CH0020609688 ; German WKN A0DQVL) having a nominal value of CHF 0.03 each. In addition, each iQP shareholder shall receive 1 (one) iQPL registered share with a nominal value of CHF 0.01 per 4 (four) iQP voting rights and preferential registered shares with a nominal value of CHF 0.01 each (ISIN CH0199540599 German WKN A1J7TW). Therefore, the iQP ordinary shares with a par value of CHF 0.03 are put equal in value per iQP voting and preference shares with a par value of CHF 0.01 each.

The new iQPL registered shares are entitled to profits from 01/01/2014.

In the evening of 02/13/2015 after the market close, the Clearstream Banking AG, Frankfurt am Main, will book out all of the old iQP ordinary shares (ISIN CH0020609688; German WKN A0DQVL) and all of the old iQP voting rights and preferential registered shares (ISIN CH0199540599; German WKN A1J7TW) with value date or settlement date for 2/16/2015 and place at Clearing House VEM Bank AG for the purpose of booking out and exchange for the iQPL registered shares. On the same day, the Clearstream Banking AG will credit the custodian banks with the new iQPL registered shares (ISIN CH0268536338; German WKN A14M1C), with the value date and settlement date of 02/16/2015. As of 02/16/2015 (value date of the share exchange) the iQPL registered shares are tradable in the Open Market in Berlin. The trading symbol from this day onwards is iQL.

In the event that shares held by the exchange ratio of 4:1 do not share completely by four, the shareholders receive a corresponding compensation in the form of a cash.

Zug / Switzerland, February 2015

iQ Power Licensing AG
Board of Directors