DGAP-News: SKW Stahl-Metallurgie Holding AG / Key word(s): Scheme of Arrangement SKW Stahl-Metallurgie Holding AG: Legal disputes with former members of the management board finally settled - SKW Metallurgie group of companies focusses on its future 21.03.2017 / 20:00 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Legal disputes with former members of the management board finally settled - SKW Metallurgie group of companies focusses on its future - SKW Metallurgie receives an amount of EUR 3.35 Mio. from D&O-Insurer, which will be directly cash-effective; as well as waiver of former CEO of her right to have the 50 per cent reduction of her pension rights judicially reviewed, resulting in a positive accounting effect in the amount of approximately EUR 1.75 Mio. - ultimate settlement, mutually without acknowledging any legal obligations - avoidance of long and expensive legal disputes - approval of the general assembly is prerequisite for the amicable settlement becoming effective - SKW Metallurgie group of companies is now focusing on future challenges Munich (Germany), March 21, 2017. SKW group of companies (WKN SKWM02 / ISIN DE000SKWM021), a leading global material supplier for primary and secondary metallurgy solutions for liquid metal treatment for the steel industry, its former members of the management board Ines Kolmsee (CEO) and Gerhard Ertl (CFO) and the D&O-Insurer have reached an amicable settlement for their ongoing legal disputes. These disputes involved in particular the disputed liability to pay damages in connection with the expansion projects in Bhutan and Sweden, which - from SKW group of companies' perspective - have been winded up in the meantime. The amicable settlement, the effectiveness of which is conditioned on the approval of the general assembly of SKW Stahl-Metallurgie Holding AG, does not contain any acknowledgement of any legal obligations for either party and otherwise contains the following major points: - The D&O-Insurer will pay a total amount of EUR 3.35 Mio. to SKW group of companies. - The former CEO waives her right to have the 50 per cent reduction of her pension rights (to be resolved by the supervisory board) judicially reviewed, resulting in a positive accounting effect in the amount of approximately EUR 1.75 Mio. for SKW - The Company undertakes to abandon its liability claim for damages pending at Landgericht Traunstein and undertakes to refrain from raising further claims against former members of the management board. - The former members of the management board waive any potential rights to receive payment of a bonus based on a long-term-incentive program, respectively to compensation for a post-contractual non-compete obligation. Furthermore, any payment by the insurance will be directly cash-effective and can thus be used counted as a contribution of SKW group of companies to the reduction of its financial debt. Additionally, the reduction of the pension obligations will strengthen the future liquidity of SKW group of companies. The amicable settlement, which has now been reached, is in the best interest of SKW group of companies and its shareholders. The payment by the insurer will be directly cash-effective and can thus be counted as a contribution by SKW to the reduction of its financial debt. Furthermore, the payment of the insurer and the reduction of the pension claims will have positive effects on the income of SKW group of companies and will strengthen its equity. In any case, to continue these legal proceedings would have resulted in significant risks and costs connected to long and complex legal proceedings. This amicable settlement, on the other hand, enables SKW to focus once again on its future. Management board and supervisory board will recommend to the general assembly to approve the amicable settlement. The SKW group of companies will direct all its energy towards meeting the challenges of the ongoing steel-crisis, and to consequently implement the efficiency enhancement program ReMaKe, as well as to further advance the financial restructuring of SKW group of companies. Contact SKW Stahl-Metallurgie Holding AG Prinzregentenstr. 68 81675 München Germany Phone: +49 89 5998923-0 Fax: +49 8634 62720-29 E-Mail: [email protected] Internet: www.skw-steel.com About SKW Stahl-Metallurgie Holding AG and the SKW Metallurgie Group The SKW Metallurgie Group is a global market leader for chemical additives for hot metal desulphurization and for cored wire and other products for secondary metallurgy. The Group's products enable steel-makers to efficiently manufacture high-quality steel products. Clients include the world's leading companies in the steel industry. The SKW Metallurgie Group has more than 50 years of metallurgical know how, and currently operates in more than 40 countries. What is more, the Group is a leading supplier of Quab specialty chemicals, which are mainly used in the global production of industrial starch for the paper industry. The SKW Metallurgie Group is headquartered in Germany with production facilities in France, the US, Canada, Mexico, Brazil, South Korea, Russia, the Peoples' Republic of China and India (joint venture). Shares of SKW Stahl-Metallurgie Holding AG have been listed in Frankfurt Stock Exchange's Prime Standard since December 1, 2006; since 2011 (conversion to name shares) with ISIN DE000SKWM021. Disclaimer This press release may include certain forward-looking statements which are based on currently available assumptions and predictions of the SKW Metallurgie Group's management as well as on other currently available information. Various identified as well as unidentified risks and uncertainties as well as other factors may result in a deviation of actual results, financial situation, development or achievement of the company compared to the assessments made herein. SKW Stahl-Metallurgie Holding AG does not intend and assumes no liability to update such forward-looking statements and to adjust them to future events and developments. Contact: SKW Stahl-Metallurgie Holding AG Dr. Stefan Strobl General Counsel Prinzregentenstr. 68 81675 München Germany Phone IR/Press: +49 89 5998923-26 Fax: +49 89 5998923-29 E-Mail: [email protected] --------------------------------------------------------------------------- 21.03.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: SKW Stahl-Metallurgie Holding AG Prinzregentenstr. 68 81675 München Germany Phone: +49 (0)89 5998923-0 Fax: +49 (0)89 5998923-29 E-mail: [email protected] Internet: www.skw-steel.com ISIN: DE000SKWM021 WKN: SKWM02 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service --------------------------------------------------------------------------- 556721 21.03.2017