Annual General Meeting to decide in 2018 / Dual-board administrative system to be retained / Very little change for shareholders
Sassenberg, October 11, 2017 – technotrans AG intends to change its legal form in the coming year from a German public limited company (Aktiengesellschaft – AG) to a Societas Europaea (SE). With the consent of the Supervisory Board, the Board of Management passed a resolution on Monday to start the necessary preparations. According to current plans, the next Annual General Meeting on May 18, 2018 will decide on the conversion. The modifying conversion will bring only minimal changes for shareholders.
“The change of legal form will give clearer expression to our self-image as an internationally oriented company,” commented Henry Brickenkamp, Chief Executive Officer of technotrans AG. He added that the very legal form of the Societas Europaea places emphasis on this international outlook. A further advantage is that the SE overcomes barriers and difficulties presented by different legal systems.
“We also hope to enjoy even better capital market access and acceptance,” stressed Brickenkamp. In future technotrans would be able to shape its organisational framework to facilitate the international expansion of the company. The plans envisage retaining the established administrative dual-board system comprising Board of Management and Supervisory Board.
There will be no major changes for shareholders. The conversion leaves the ownership interests unaffected. The dividend entitlement, the decision on the distribution of accumulated profit and the procedures at the Annual General Meeting equally remain unaffected. The conversion as such brings very minor corporate-law changes but does not involve any re-establishment of the company, relocation of registered office or transfer of assets.
The Board of Management and Supervisory Board still need to pass resolutions on the terms of conversion that remain to be drawn up. On Monday the boards merely resolved to embark on the relevant preparations. The conditions to be met for the form-changing conversion also involve the Annual General Meeting of technotrans AG voting in favour of the terms of conversion, and approving the Articles of Incorporation of the future technotrans SE contained in the terms of conversion.