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MOLOGEN AG (FRA:MGN) DGAP-Adhoc: MOLOGEN AG - Executive Board receives a new shareholder request to convene an extraordinary meeting to enlarge supervisory board and postpones extraordinary meeting currently scheduled for 26 February 2019

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DGAP-Ad-hoc: MOLOGEN AG / Key word(s): AGM/EGM
MOLOGEN AG - Executive Board receives a new shareholder request to convene an extraordinary meeting to enlarge supervisory board and postpones extraordinary meeting currently scheduled for 26 February 2019

24-Feb-2019 / 16:37 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

MOLOGEN AG - Executive Board receives a new shareholder request to convene an extraordinary meeting to enlarge supervisory board and postpones extraordinary meeting currently scheduled for 26 February 2019

Berlin, 24February 2019 - Today, the Executive Board of MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90), (the "Company") decided to postpone the extraordinary general meeting which is currently scheduled for 26 February 2019 and which was convened by publication of the invitation (including agenda items) in the Federal Gazette on 21 December 2018. This general meeting was requested by a group of minority shareholders led by Balaton Aktiengesellschaft ("Balaton") holding together approx. 7% of the Company's share capital. The Executive Board decided to call-off and re-schedule this general meeting due to the occurrence of new events which, in the opinion of the Executive Board, provide to the Company and its shareholders an opportunity to discuss the future governance and strategy of the Company in a constructive manner with all its stakeholders on the occasion of an extraordinary general meeting which will have an extended agenda and which will be convened at the earliest possible date.

This decision is based on the fact the Executive Board has received a request from the principal shareholder of the Company, Global Derivative Trading GmbH ("GDT") which holds more than 20% the Company's share capital, to convene an additional extraordinary general meeting in accordance with section 122 paragraph 1 of the German Stock Corporation Act (AktG). GDT requested to add the following items to be included in the agenda for resolution:
(1) Increase of the number of the Supervisory Board members by one seat from currently three to then four members;
(2) Election of a fourth Supervisory Board member; GDT proposes a Balaton representative as candidate to the newly created Supervisory Board fourth seat;
(3) Creation of a new conditional capital 2019-I in the maximum amount possible;
(4) Creation of a new conditional capital 2019-II in the amount of up to EUR 300,000 to grant stock options to executives and employees of the Company with a minimum strike price of EUR 4,70;
(5) Cancellation of several existing conditional capitals to the extent such conditional capitals have not been exercised yet;
(6) Creation of a new authorized capital 2019 in the amount of approx. EUR 2.6 million without the ability to exclude the statutory subscription rights of existing shareholders; and
(7) Cancellation of all shareholder resolutions approving the resolution proposals under items 1 to 6 a) of the agenda for the extraordinary shareholders meeting scheduled for 26 February 2019.

In its request, GDT explained that it proposed to enlarge the Supervisory Board to cater for different strategic views expressed within the shareholder base, which could then be voiced and discussed directly within the Supervisory Board. GDT expressed the willingness to enter into discussions with other significant shareholders, in particular Balaton, including as regards further financing options for the Company to the extent such options require shareholder support.

The Executive Board supports GDT's proposal because an enlargement of the Supervisory Board could help to further diversify strategic options and cater for any conflicting views early on. Therefore, the Executive Board currently considers the new request to call an extraordinary general meeting as an opportunity to calm down and overcome dissenting positing amongst the Company's principal shareholders in the best interests of the Company and all its stakeholders. Accordingly, the Executive Board intends to enter into discussions with the principal shareholders on the different proposed agenda items.

In any case, the Executive Board will comply with its statutory obligations and convene a general meeting with the relevant agenda items requested by Balaton and GDT as well as any additional proposals to be submitted by the Company without undue delay.

Important note:
This announcement is not an offer of securities for sale in the United States, Australia, Canada Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of the securities in the United States of America. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

- 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.


24-Feb-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


Language: English
Company: MOLOGEN AG
Fabeckstraße 30
14195 Berlin
Germany
Phone: 030 / 841788-0
Fax: 030 / 841788-50
E-mail: presse@mologen.com
Internet: www.mologen.com
ISIN: DE000A2LQ900
WKN: A2LQ90
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange

 
End of Announcement DGAP News Service

780401  24-Feb-2019 CET/CEST

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