Board of Management proposes change of legal form into KGaA

Change of legal form of Hornbach Holding Aktiengesellschaft into a KGaA will be proposed to the Annual General Meeting and the separate meeting of the preference shareholders

Neustadt an der Weinstrasse, May 22, 2015.

The Board of Management of Hornbach Holding Aktiengesellschaft today resolved to propose to the company's Annual General Meeting, which is expected to be held on July 9, 2015, a resolution on the change of legal form of Hornbach Holding Aktiengesellschaft into a partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) with accession of HORNBACH Management AG as general partner. It will be proposed to the separate meeting of preference shareholders, which is expected to be held on July 10, 2015, that the resolution on the change of the legal form be approved.

The change of the legal form of Hornbach Holding Aktiengesellschaft will be effected in accordance with the provisions of the German Transformation Act (Umwandlungsgesetz - UmwG). The company in its new legal form shall operate under the name HORNBACH Holding AG & Co. KGaA.

As the case may be, Shareholders in Hornbach Holding Aktiengesellschaft will become limited shareholders in HORNBACH Holding AG & Co. KGaA. However, the preference shareholders will not be granted preference shares, but rather - as well as the ordinary shareholders - they will solely be granted non-par value ordinary bearer shares with voting rights in the KGaA. The exchange ratio shall be 1:1 in each case. Therefore, the portion of the share capital corresponding to one non-par value share will not change. As compensation for the loss of the preference, the preference shareholders will receive an additional cash payment (section 196 of the UmwG) of € 0.38 per preference share.

The general partner of HORNBACH Holding AG & Co. KGaA shall be HORNBACH Management AG, with registered seat in Annweiler am Trifels and wholly owned by Hornbach Familien-Treuhandgesellschaft mbH. HORNBACH Management AG shall not receive any interest in the capital of HORNBACH Holding AG & Co. KGaA by the change of legal form; it will not hold any interest in the assets or profit or loss of HORNBACH Holding AG & Co. KGaA.

The notice convening the Annual General Meeting, which will also contain the full text of the proposed resolution on the change of legal form, is expected to be published in the Federal Gazette (Bundesanzeiger) on May 28, 2015.