AURELIUS AG: Upcoming annual general meeting to shape future of the corporate group
- Conversion to legal form of SE & Co. KGaA planned
- Authorized capital increase to be boosted to up to EUR 15.84 million with facility to exclude subscription rights limited to no more than 20 percent of capital stock
- Withdrawal of shares bought back
Grünwald, May 8, 2015 – The Executive Board and Supervisory Board of AURELIUS AG (ISIN: DE000A0JK2A8) have decided to propose a series of measures aimed at enhancing the corporate group for deliberation at the annual general meeting of AURELIUS AG to be held on June 15, 2015. In one move, a change of legal form from a joint stock corporation under German law (AG) to a partnership limited by shares under German law (KGaA) is intended to help boost the company’s international credentials. The consistent growth policy pursued to date by the AURELIUS Group including activities beyond Germany’s borders is to be continued with a view to writing more chapters in the company’s story of success.
The proposed change of legal form would create the structural framework for the executive bodies to retain their ability to take prompt actions and decisions and for AURELIUS to go on performing successful corporate transactions going forward. It also creates the structural foundation for key shareholders to exert a direct influence on the composition of the supervisory body that appoints and oversees the company’s management.
Under the change of legal form, AURELIUS Management SE, a public limited-liability company regulated under European law (Societas Europaea or “SE”) managed by the Executive Board, would act as personally liable general partner in the company with responsibility for managing and representing the company in the future.
The company’s shareholders will be able to exert a significant influence on the composition of the Supervisory Board of AURELIUS Management SE indirectly in the future by means of a newly formed shareholder committee to be elected by the shareholders.
A detailed description of the legal and economic consequences of the change of legal form and the future involvement of the shareholders is contained the conversion report prepared by the Executive Board, which will be made available to the shareholders.
Furthermore, the Executive Board and Supervisory Board of AURELIUS AG have decided to propose to the annual general meeting on June 15, 2015 that the authorized capital increase be renewed and boosted to up to EUR 15.84 million. The purpose of this move is to allow the permissible scope of 50 percent of the capital stock to be exploited to enable the company to greatly reinforce its capital base, if deemed necessary at some future point. The authorization to exclude subscription rights would be limited to no more than 20 percent of the capital stock at the same time.
In addition, the company’s Executive Board intends to withdraw the shares bought back within the existing share buy-back scheme lasting until end of June 30, 2015. Immediately thereafter a new share buy-back scheme shall be initiated.