iQ Power AG: Board of directors convenes extraordinary general meeting to decide on parent-subsidiary merger

Zug (pta004/22.12.2014/07:30 UTC+1) ..
- Merger of iQ Power AG with the wholly owned subsidiary iQ Power Licensing AG
- Decision to be taken by extraordinary general meeting on 27 January 2015
- Equity restructuring will allow earlier dividend payout
- Simplified company structure will increase efficiency and reduce costs
- Current shares to be exchanged for new shares in the new company
- Listing of the new shares on the Berlin stock exchange is planned
- Reduction in the total number of shares in a 4:1 ratio
- Amalgamation of the two previous classes of shares

Zug/Switzerland, 18 December 2014 - iQ Power AG (ISIN: CH0020609688, German Securities Code Number (WKN): A0DQVL / symbol: IQPB, ISIN: CH0199540599 / German Securities Code Number (WKN): A1J7TW / symbol: IQPA), a developer and marketer of technologies for environmentally friendly and technologically innovative starter batteries for motor vehicles and licences in these technologies, is convening an extraordinary general meeting to approve the merger contract entered into by iQ Power AG and iQ Power Licensing AG. The extraordinary general meeting will be held at 10 a.m. on 27 January 2015 at the premises of the Migros Klubschule, Metalli-Gebäude, Industriestrasse 15, Zug, Switzerland. In addition to the resolution on the merger and there will be a resolution for the set-off of capital contribution reserves in the amount of CHF 14,575,665.57 through loss carryforwards which is an accounting prerequisite for the merger are the only items on the agenda. The shareholders can vote by mail in which they appoint the independent proxy to represent them.

The plan involves the takeover of iQ Power AG by iQ Power Licensing AG, which is a wholly owned subsidiary of iQ Power AG and is the legal owner of all patent rights held by the iQ Power Group as well as all tools and equipment for the production of the plastic components based on the patents held by the iQ Power Group.

All rights and obligations of iQ Power AG will be taken over in full by iQ Power Licensing AG as part of the merger.

The key reason for the merger is the prospect of being able earlier than was previously possible to distribute dividends as soon as the company earns suitable profits. Details can be viewed under the Questions and Answers to be published on the company website shortly.

The implementation of the planned transaction will reduce the share capital of the listed company to 2.452 million Swiss francs and the total number of shares will be reduced to around 245 million and this will mean, as a result, an exchange ratio of 4:1 for the new shares. The total net assets of the iQ Power Group will be the same post-merger.

It is intended to list the new shares after the merger on the Berlin Stock Market.
Shareholders whose shareholdings cannot be divided by four at the exchange ratio of 4:1 will receive a corresponding cash settlement based on the value of the shares after trading in the new shares commences.

The merged company will feature a more transparent and simple structure with one legal unit and with only one category of shares. The simplified structure will trim many administrative expenses and reduce the operating costs. Examples of this include the previous high costs related to the financial reporting, the fees paid to authorities and also the expenditure of time of by company personnel.

As the dividend rights of the two previous classes of shares (ordinary and preference) are financially the same and the voting rights are broadly identical, the exchange ratio for the two classes will be the same. This means 1 new registered share of common for every 4 current common shares as well as for every 4 preference shares. This situation has been reviewed and the ratio was confirmed by the independent Swiss auditors in the official Merger report.

The resolution on the merger requires a two thirds majority of the voting rights as well as a simple majority of the voting rights based on the par value held by the shareholders taking part or represented at the extraordinary general meeting. At the extraordinary Shareholders' meeting of iQ Power AG, the vote will be limited only to the approval of the merger contract that has been concluded. Countermotions on the content will not be allowed.

The details of the merger will be sent out with the invitation to attend the general meeting. The merger contract, the merger report, the audit report, the audited interim statements as at 15 October 2015 and the audited annual financial statements and annual reports of the last three financial years can be reviewed at the registered office of the company and are posted on the company's website. Answers to some of the key questions concerning the merger will also be published on the iQ Power AG website. A video with the company's CEO on this subject is also planned.

With the publication of this ad hoc announcement, iQ Power AG discloses at the same time the granting of the rights of the convertible bond ISIN DE000A1GXE20 pursuant to the issuing prospectus of 16 November 2011. Further information can be obtained by e-mail from investor-relations@iqpower.com.

The Management Board.

You can find more detailed information about iQ Power AG on the iQ website at www.iqpower.com.

About iQ POWER
iQ POWER AG develops new types of starter batteries for motor vehicles. These environmentally friendly products feature cutting-edge technology leading and are characterised by a higher level of efficiency.

The operating unit of the company is iQ Power Licensing AG, a wholly owned subsidiary of iQ Power AG with its registered office in Zug (Switzerland). As a stock corporation, iQ POWER AG is a listed company. The company's securities are traded on the regulated market (General Standard) of the German Stock Exchange in Frankfurt, over the counter on the stock exchanges in Berlin, Düsseldorf, Munich and Stuttgart as well as via XETRA (ISIN: CH0020609688, German Securities Code Number (WKN): A0DQVL, IQPB), while the preference shares and shares with voting rights are also traded on the stock exchange in Berlin (ISIN: CH0199540599 / WKN: A1J7TW / Symbol IQPA).

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Emitter:	iQ Power AG Metallstrasse 6 6304 Zug Switzerland
Contact Person:	Dr. Eva Reuter
Phone:	+49 251 9801560
E-Mail:	e.reuter@dr-reuter.eu
Website:	www.iqpower.com
ISIN(s):	CH0020609688 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Munich