The corporate purpose of the Issuer is the introduction of a reusable system for plant pallets (trays) on the European market.

The net issue proceeds of the tokenised bonds are to be used to establish a returnable system for plant trays in the European market and to cover the issuer's ongoing expenses.

Token-based bonds with qualified subordination and pre-insolvency enforcement block.

The minimum subscription as part of the public offer is EUR 250, with a maximum of EUR 25,000 per person/legal entity. Investment amounts must be divisible by 50.

2,500,000 euros

The term of the token-based bonds ends on 30 June 2029.

Investors in the token-based bonds ‘Euro Plant Tray 2024’ have the right to payment of annual interest of 8.00% p.a. up to and including 30 June 2029 from the date of payment. This interest is payable annually in arrears on the fifth bank working day after 30 June of each year (each an ‘interest payment date’). The first interest payment is due on 7 July 2025 and the last interest payment is due on 6 July 2029. Interest is calculated from the date of payment using the act/act method. Interest is calculated by the issuer. Due to the calculation of interest for the investor from the date of payment of the nominal amount of the token-based bonds, accrued interest is not calculated and is therefore not payable by the investor.

Investors will retroactively receive a variable bonus component of 2% of the respective nominal amount for the financial years 2024 to 2027 (inclusive in each case) and 2% of the respective value-dated investment amount (nominal amount less repayments) for the financial year 2028 if the total turnover of the issuer and existing or yet to be established subsidiaries in the previous financial year pursuant to Section 277 (1) HGB - adjusted for turnover within the group of companies - is greater than EUR 4,000,000. The annual financial statements of the issuer and any of its subsidiaries published in the Federal Gazette serve as the basis for calculating the variable bonus component.

Subject to the provisions of subordination and pre-insolvency enforcement blocking, the Issuer will redeem the token-based bonds five banking days after 30 June 2028 at 40 per cent of the nominal amount and the remaining 60 per cent of the nominal amount five banking days after the end of the term - i.e. on 6 July 2029 - unless they have been redeemed, repurchased or terminated beforehand.

The issuer is entitled to terminate the token-based bonds without stating reasons by giving three months' notice to the end of a year, but for the first time on 31 December 2026. The token-based bonds will be repaid at the nominal amount less any repayments and plus any interest accrued and unpaid up to the date of termination (does not apply to the variable bonus component). interest accrued and unpaid up to the date of cancellation (does not apply to the variable bonus component) plus an early repayment penalty of 50 % of the interest that would have been due on the token-based bonds from the date of cancellation until the end of the term. In the event of ordinary termination, a one-off bonus interest payment of 5.00% of the subscribed investment amount is due on 30 June of the year following termination. In the event of extraordinary termination by the issuer, a one-off bonus interest payment of 5.00 % of the subscribed investment amount is due on 30 June of the following year after termination, but not in the event of extraordinary termination by the investor. In return, the variable bonus component is cancelled for the financial year in which the cancellation was declared. Repayment, interest and early repayment penalties are due on the fifth bank working day after the date of cancellation.

The investor's ordinary right of cancellation is excluded.

In the event that insolvency proceedings are opened over the assets of the company and in the event of liquidation, the investor(s) shall subordinate all claims arising from the token-based bonds, in particular their claims to payment of interest and repayment of the bond capital in accordance with Section 39 (2) InsO, to the claims specified in Section 39 (1) nos. 1 to 5 InsO (‘qualified subordination’). The investors' claims may therefore only be satisfied after all senior creditors have been satisfied.

No premium is charged.

The investor's liability is limited to the amount invested. There is no obligation to make additional contributions to the issuer.

Due to the active participation of leading companies in the plant trade sector in Euro Plant Tray eG, the barriers to market entry for competing initiatives and products are very high. As addition, Euro Plant Tray eG has been advised by specialist antitrust lawyers since it was founded. In a press release dated May 2024, the German Federal Cartel Office confirmed that EPT's project not only pursues a very sensible objective, but is also in line with the Kartellrecht (Antitrust law) in its existing form.

The board members of the issuer and the management of Euro Plant Tray GmbH have many years of experience and an extensive network in the plant trade and horticultural industry, which will have a positive effect on the acquisition of new cooperative members and the introduction of the reusable system for plant trays in Europe.

With the EU-wide ban on single-use plastic from 2030, which was decided in April 2024, companies in the horticulture and plant trade industry will increasingly switch to reusable solutions. As a result of the new EU regulation, it can be assumed that there will be a high demand for EPT's products and services in the plant trade sector. The forthcoming single-use plastic tax in Germany will also have a positive impact on the issuer's business model.

Partial amounts from the capital investment will be repaid to the investors during the term of the token-based bond. Repayment will be made in two instalments in the last two years of the term, with 40 percent of the subscription amount to be repaid with the penultimate instalment on 30 June 2028 and 60 percent of the subscription amount with the final instalment on 30 June 2029. In principle, therefore, the entire investment amount is not tied up until the scheduled end of the term of the capital investment.

Investors are not obliged to make additional contributions. There is therefore no obligation to make payments to the issuer in excess of the original subscription amount.

The token-based security is a subordinated token-based bond. In the event of the opening of insolvency proceedings against the assets of the issuer, the investor's subordinated claims are subordinated to the claims within the meaning of Section 39 (1) nos. 1 to 5 of the German Insolvency Code. This means that the investor's claims will only be taken into account after full and final satisfaction of these claims. The amount of the actual payments to the investor is therefore dependent on the amount of the insolvency estate. If the insolvency estate is not sufficient to make payments on subordinated claims in the insolvency proceedings, this would result in the total loss of the investment amount for the investor. The investor therefore bears an entrepreneurial risk that is higher than the risk of a regular lender. The investor does not become a shareholder of the issuer and does not acquire any shareholder rights. This is not a so-called gilt-edged investment, but entrepreneurial financing with a liability function similar to equity.

As the capital investment described is unsecured, investors would not be able to satisfy their claims for repayment of the capital invested or their interest payment claims from collateral in the event of the issuer's insolvency. In the event of insolvency, this could mean that the claims of individual investors cannot be enforced or can only be enforced to a lesser extent. This could result in interest or redemption payments not being made or not being made on time or in the partial or complete loss of the invested capital.

The Issuer intends to raise senior debt capital during the term of the tokenised bond for the long-term financing of its business activities. If necessary, this additional debt capital will be raised via a subsidiary of the Issuer yet to be established. At the time of publication of this investment brochure, the terms of this debt financing, which will be senior to the token-based bonds, have not yet been finalised. In addition, the issuance of an unsecured subordinated loan with qualified subordination and pre-insolvency enforcement blocking by the issuer is planned. This could result in interest or redemption payments to investors not being made or not being made on time or in the partial or complete loss of the invested capital.

The token-based bonds have a fixed contractual term. Early ordinary cancellation by the investor is not possible. Investors are obliged not to offer the token-based bonds for sale, either directly or indirectly, nor to sell them, nor to announce a sale or take other measures that are economically equivalent to a sale until 31 May 2025.

As a result, investors cannot sell their token-based bonds before 31 May 2025, meaning that they cannot freely dispose of their investment until this date. Investors may not be able to sell the purchased tokenised bonds before the end of the term because there is currently no market comparable to a stock exchange for trading tokenised bonds. It is uncertain whether such a market will develop. The invested capital may therefore be tied up until the end of the contractual term.

Blockchain technology and all related technological components are still at an early stage of technical development. The token is created by the Issuer generating the number of subscribed tokens on the blockchain and then transferring them to the wallet addresses of the investors by assigning the tokens to the respective addresses of the investors. The blockchain technology may contain errors that are currently unknown, but which could have unforeseeable consequences in the future. The blockchain technology may also be subject to technical difficulties that impair its functionality. A partial or complete collapse of the blockchain may disrupt or render impossible the issue of the bond and the tradability of the tokens. In the worst case, this can lead to the irretrievable loss of the tokens and thus to the loss of the bonds.

The development of the market for reusable trays is subject to unpredictable changes in competition. The development of new technologies and the influence of new findings can also have a negative impact on existing and new products and/or services on which the issuer's business success is based.