DGAP-Ad-hoc: MOLOGEN AG / Key word(s): AGM/EGM
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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:
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.
- End of the ad-hoc-notification -
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