Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014
Munich, April 08, 2019 – The Management Board and Supervisory Board of Mutares AG (ISIN: DE000A2NB650) today decided to propose to the Ordinary Annual General Meeting of the Company on May 23, 2019, to convert the Company into the legal form of a Kommanditgesellschaft auf Aktien (KGaA).
The Management Board also has resolved today on an attractive, long-term dividend policy. The Management Board and Supervisory Board propose to distribute a dividend of EUR 1.00 per share to the shareholders for the appropriation of the balance sheet profit of EUR 20,045,692.31 for fiscal year 2018.
The proposed change of legal form of the company is intended to secure the continuation of the long-term growth strategy. The transformation of legal form into an SE & Co. KGaA creates the structural prerequisites to maintain the decisive competitive advantage of rapid action and decision-making ability of the executive bodies also in the future. As part of the transformation of legal form, the future Mutares Management SE, a European stock corporation (SE), whose management body is the executive board, is to enter the Company as a general partner and in future will assume the management and representation of the Company. The largest shareholder and Chairman of the Management Board of the Company, Robin Laik, the shareholder ELBER GmbH as well as the Company itself will hold an interest in the General Partner.
The proposed transformation of legal form does not affect the legal and economic identity of the Company. The Company’s share capital remains unchanged as does the number of no-par value shares issued. The shareholders will hold the same number of no-par value shares in KGaA as before the transformation of legal form in Mutares AG. The shares of the future Mutares SE & Co. KGaA will continue to be admitted to trading on the stock exchange. The current ISIN DE000A2NB650 and GSIN A2NB65 will remain unchanged.
A detailed description of the legal and economic consequences of the change of legal form and the future participation of the shareholders can be found in the conversion report prepared by the Executive Board, which will be made available to the shareholders with the convening of the Annual General Meeting.
The proposed change of legal form requires the approval of the Annual General Meeting of the Company. The transformation of legal form will therefore be resolved at the Ordinary Annual General Meeting on May 23, 2019.