3W Power S.A.’s Financial Restructuring Plan Approved at May 5, 2014 Bondholders’ Meeting

3W Power S.A. (ISIN LU0953526265, 3W9), the holding company of AEG Power Solutions Group (FWB:3W9), a global provider of power electronics systems and solutions for industrial power supplies and renewable energy applications, announces that bondholders today approved the Company’s restructuring plan of its €100 million corporate bond (ISIN DE000A1A29T7, 3W9A).

Today, 41,038 notes with equal number of voting rights, i.e. 41.0 percent of the bond, were present, of which 99.9633 percent voted in favor of the restructuring plan. No bondholder entered an objection on the record.

The key elements of the financial restructuring plan are a debt-to-equity swap of 50 percent of the outstanding bond nominal, the issuance of a new €50 million bond, a cash capital increase by contribution of €4 million (rounded) with subscription rights for current shareholders and the implementation of a management incentive program (MIP). The MIP will focus on the sustainable improvement of equity value and, therefore, bondholders’ recovery. In addition, management developed a comprehensive operational restructuring program. Operational measures comprise divestments of non-core activities, improvements of business processes, headcount reductions as well as focus of business resources on the core UPS business. Many measures have already been implemented.

In a next step, as soon as all legal formalities have been met, shareholders will be asked to vote on the restructuring plan. The Board of Directors of the Company and major shareholders fully support the financial restructuring concept. Thereafter, the capital measures will be implemented.

Today’s resolution forms a crucial step in AEG Power Solutions’ comprehensive financial and operational restructuring program aimed at reducing complexity, focusing the existing business on key areas of core strength and future endeavors on advanced power electronics. With the backing of its financial restructuring from bondholders, the Company will now focus its combined efforts on strengthening and growing its industrial and commercial UPS systems and services business and advanced power electronic solutions business with its competitive strengths in mid to high AC/DC power applications and power control technology. Profitability and sustainable cash-flow generation will remain key priorities for the Company in its future undertakings.

Dr. Dirk Wolfertz, Chairman of the Board of Directors comments: "We are grateful for the convincing support we have seen today. This is a major step in our global restructuring of the Company. We have made a lot of progress since the end of last year and are confident that we are on the right path.” Jeffrey Casper, CRO of AEG Power Solutions added: "Today’s resolution sends a strong signal to our business partners. It will restore confidence in our financial stability. Equipped with a sustainable capital structure, AEG Power Solutions will continue to be a reliable high quality supplier of power electronics systems and solutions to the industry.”

In its financial restructuring, the Company was advised by Ashurst, Freitag & Co and FTI Consulting.

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About 3W Power/AEG Power Solutions:
3W Power S.A. (WKN A1W2L4 / ISIN LU0953526265), based in Luxembourg, is the holding company of AEG Power Solutions Group. The Group is headquartered in Zwanenburg in the Netherlands. The shares of 3W Power are admitted to trading on Frankfurt Stock Exchange (ticker symbol: 3W9).
AEG Power Solutions (AEG PS) Group is a global provider of power electronics systems and solutions for all industrial and demanding commercial power requirements offering one of the most comprehensive product and service portfolios in the area of uninterruptible power supply and power management.
Thanks to its distinctive expertise bridging both AC and DC power technologies and spanning the worlds of both conventional and renewable energy, the company creates innovative solutions for next generation distributed power generation

For more information, visit www.aegps.com

This communication does not constitute an offer or the solicitation of an offer to buy, sell or exchange any securities of 3W Power. This communication contains forward-looking statements which include, inter alia, statements expressing our expectations, intentions, projections, estimates, and assumptions. These forward-looking statements are based on the reasonable evaluation and opinion of the management but are subject to risks and uncertainties which are beyond the control of 3W Power and, as a general rule, difficult to predict. The management and the company cannot and do not, under any circumstances, guarantee future results or performance of 3W Power and the actual results of 3W Power may materially differ from the information expressed or implied in the forward-looking statements. As a result, investors are cautioned against relying on the forward-looking statements contained herein as a basis for their investment decisions regarding 3W Power.
3W Power undertakes no obligation to update or revise any forward-looking statement contained herein.