Consensual termination of the appraisal proceedings on the squeeze-out at WMF AG: increase of the cash compensation to EUR 72 (ordinary shares) and EUR 71 (preference shares) respectively

Convenience translation

On January 20, 2015, the extraordinary shareholders' meeting of WMF AG resolved, at the request of the respondent, WMF GmbH (formerly Finedining Capital AG), to transfer the ordinary and preference bearer shares of the minority shareholders of WMF AG to the respondent as principal shareholder in return for payment of an appropriate cash compensation in the amount of EUR 58.37 per ordinary and preference share of WMF AG. The transfer resolution was entered in the commercial register of WMF AG on March 13, 2015 with the note pursuant to Section 62 para. 5 sentence 7 UmwG that it would only become effective simultaneously with the entry of the merger in the commercial register of the principal shareholder. The registration of the merger took place on March 23, 2015, with the result that the transfer resolution became effective and all shares of the minority shareholders of WMF AG were transferred to the Respondent by operation of law. At the same time, the merger became effective and WMF AG ceased to exist. The electronic announcement of the registration of the merger resolution pursuant to Section 10 HGB was made on March 24, 2015.

Former minority shareholders have applied for the judicial determination of the appropriate cash compensation pursuant to Sec. 62 (5) Sentence 8 UmwG, 327f AktG and have objected to the appropriateness of the determined cash compensation with various objections and with individually different levels of substantiation.

Having said this, the applicants, the Respondent and the Common Representative agree as follows:

A.

1. The Respondent shall increase the cash compensation originally fixed at EUR 58.37 per ordinary and preference share in the context of the merger-related squeeze-out - by way of a genuine contract in favor of third parties (Sec. 328 German Civil Code) - for all former minority shareholders of WMF AG, who have left the Company as a result of the effectiveness of the transfer resolution, by EUR 13.63 per ordinary share ("Increase Amount Ordinary Shares") to now EUR 72.00 per ordinary share of WMF AG and by EUR 12.63 per preference share ("Increase Amount Preference Shares"); together the "Increase Amounts") to now EUR 71.00 per preference share of WMF AG. The Increase Amounts shall bear interest as of March 25, 2015 (first day of the interest run) pursuant to Sec. 62 para. 5 sentence 8 UmwG, Sec. 327b para. 2 1st half of the German Stock Corporation Act (AktG), i.e. at an annual rate of 5 percentage points above the respective prime rate pursuant to Sec. 247 BGB. Interest in excess of this is excluded. According to the Settlement, those former minority shareholders of WMF AG who left the Company as a result of the transfer resolution taking effect on 23 March 2015 are entitled to claim.  (...)