21.11.2018

MOLOGEN AG – minority shareholders call for Extraordinary General Meeting to be convened

Publication of insider information as per Article 17 of (EU) Regulation No. 596/2014

The Executive Board of MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90), (the “Company”) has received a request from minority shareholders Deutsche Balaton Aktiengesellschaft, ABC Beteiligungen AG and DELPHI Unternehmensberatung Aktiengesellschaft (the “Requesting Parties”), which together account for at least 5% of the Company’s share capital, to convene an extraordinary general meeting in accordance with Section 122 Para. 1 of the German Stock Corporation Act (AktG). The Requesting Parties asked for the following items to be included in the agenda for resolution: 

(1) Voting out of Supervisory Board member Oliver Krautscheid; 

(2) Withdrawal of confidence from Executive Board member Walter Miller; 

(3) Election of a new Supervisory Board member; the candidate proposed by the Requesting Parties is Eva Katheder, occupation: business consultant, resident in Bad Vilbel, Germany; 

(4) Resolution to instruct a special audit as per Section 142 AktG; the Requesting Parties essentially propose the following content for the resolution: “Activities since October 2016 are to be examined with regard to a connection and potential cooperation between the management and governing bodies of MOLOGEN AG and majority shareholder Global Derivatives Trading GmbH (GDT) in relation to the (i) issuing of convertible bonds 2016/2014, (ii) issuing of convertible bonds 2017/2025, (ii) reduction of the share capital with the associated option to call in the convertible bonds, (iii) capital increase 2018, (iv) capital market announcements in October 2018 and (v) adjustment of the subscription prices of convertible bonds, giving preferential treatment to holders of the convertible bonds called in, primarily for the benefit of majority shareholder GDT and to the detriment of the Company.”;

(5) Appointment of a special auditor; and

(6) Resolution on increasing the share capital; the Requesting Parties proposed a cash capital increase of up to €9,271,632 to up to €18,543,264 (which corresponds to an increase of up to 100%) at an issuing price of €1.10 per new share with shareholders’ subscription rights in a 1:1 ratio (one existing share entitles to the subscription of one new share); according to the proposal of the Requesting Parties, it shall only be possible to offer any shares not subscribed to existing shareholders for subscription (not, however, to third parties) subject to certain additional conditions.

The Executive Board will comply with its statutory obligations in line with the request of the Requesting Parties and immediately convene an Extraordinary General Meeting under the condition that the legal requirements are fulfilled and which, taking into account public holidays and typical holiday periods, will take place mid- or end of January 2019. The Executive Board and Supervisory Board consider the grounds put forward by the Requesting Parties for their proposals for resolution as factually unfounded and do not support the content of the proposed resolutions. The Executive Board and Supervisory Board will therefore also present to the shareholders well-founded counterproposals and/or recommended resolutions of the management for approval in addition to the proposed resolutions of the Requesting Parties.

- End of the ad hoc notification - 

Contact

Claudia Nickolaus

Head of Investor Relations & Corporate Communications

Tel: +49 - 30 - 84 17 88 - 38

Fax: +49 - 30 - 84 17 88 - 50

investor@mologen.com

Disclaimer

Certain statements in this communication contain formulations or terms referring to the future or future developments, as well as negations of such formulations or terms, or similar terminology. These are described as forward-looking statements. In addition, all information in this communication regarding planned or future results of business segments, financial indicators, developments of the financial situation or other financial or statistical data contains such forward-looking statements. The company cautions prospective investors not to rely on such forward-looking statements as certain prognoses of actual future events and developments. The company is neither responsible nor liable for these forward-looking looking statements. It is not responsible for updating such information, which only represents the state of affairs on the day of publication.