Ad-Hoc-Announcement

CTS EVENTIM plans to strengthen ability to raise equity by change of legal form

Proposal of Supervisory Board and Management Board for the Annual General Meeting on 8 May 2014 / high standards of Corporate Governance to be maintained

Munich, 31 March 2014. Management Board and Supervisory Board of SDAX-listed CTS Eventim AG (ISIN DE0005470306) have decided to propose a change of the legal form of the Company from a stock corporation (Aktiengesellschaft) into a partnership limited by shares (Kommanditgesellschaft auf Aktien) to the Annual General Meeting scheduled for 8 May 2014. Under the German Reorganization Act (Umwandlungsgesetz), the approval of the shareholders is required for such change.

The change of form serves to strengthen the equity financing capability of the Company with a view to further internationalization and continuation of the consistent growth of CTS Eventim AG. The aim is to provide the structural requirements for an independent access to capital markets by separation of corporate governance and capital participation. At the same time the existing high standards of Corporate Governance are to be maintained. To this purpose, among other things the general partner of the KGaA shall have the legal form of a stock corporation under German law, and thus be governed by the same standards of Corporate Governance as the previous operating company.

For the proposed resolution, the Management Board has prepared a detailed conversion report which is made available to the shareholders.

In the context of the proposed change of form, Management Board and Supervisory Board of CTS Eventim AG have also decided to submit to the Annual General Meeting on 8 May 2014 a proposed decision on a capital increase from company funds in the amount of EUR 48.000.000 with the result of a 1:1 stock split, and on the creation of a new authorized capital, since the current Authorized Capital 2009 expires in May 2014.

Marco
Marco Haeckermann
Vice President Corporate Development & Strategy
Thomas
Thomas Kollner
Corporate Communications

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