DGAP-Adhoc

Capital Stage announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG - Seite 2

into a Business Combination Agreement on May 30, 2016 in which both
companies have stipulated their current understanding in terms of the
execution of the Takeover Offer and the general support of the Takeover
Offer by the Management Board of CHORUS. The joint goal of the transaction
is to create a leading independent operator of wind and solar parks in
Germany, including asset management operations. Subject to a review of the
offer document including a final review of the adequacy of the exchange
ratio, the Management and Supervisory Boards of CHORUS intend to support
the Takeover Offer and to recommend the CHORUS shareholders to accept the
Takeover Offer.

Tender commitment agreements with the largest shareholder and the
Management Board of CHORUS

Today, Capital Stage entered into Tender Commitments with Peter Heidecker,
chairman of the supervisory board and largest shareholder of CHORUS, as
well as the management board members of CHORUS (together referred to as the
"Package Shareholders"), who own in total approximately 15% of the shares
and voting rights of CHORUS. In these agreements, the Package Shareholders
irrevocably undertake to tender their CHORUS shares in connection with the
Takeover Offer.

Capital Increase of Capital Stage

The new Capital Stage shares under the Takeover Offer shall be created by
way of a capital Increase in kind still to be resolved and excluding
Capital Stage shareholders subscription rights. For the purpose of
resolving the capital Increase, Capital Stage will convene an extraordinary
General Meeting at short notice, presumably on July 8, 2016. At the
extraordinary General Meeting, Capital Stage's share capital shall be
increased by up to EUR 46,174,916.00 against contribution in kind by
issuing up to 46,174,916 no-par value bearer shares each representing a pro
rata amount of the registered share capital of EUR 1.00.

One or more exchange trustees shall subscribe the new shares. The
trustee(s) will contribute the CHORUS shares offered for exchange under the
Takeover Offer (if subject to the Capital Increase) as a contributor in
kind with Capital Stage and transfer the new Capital Stage shares to the
shareholders accepting the Takeover Offer.

Important information:

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange CHORUS Shares. Moreover, this announcement is neither an
offer to purchase nor a solicitation to purchase any shares of Capital
Stage AG.

To the extent this announcement contains forward-looking statements, also