GESCO AG plans merger into European company (SE) with dual management system

Wuppertal, 13 October 2021 - The Executive Board and Supervisory Board of GESCO AG today resolved to transfer GESCO AG into a European company (Societas Europaea or SE), trading as GESCO SE, by way of a merger by acquisition according to Article 2 (1) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE).

The current dual management system of GESCO AG, consisting of the Executive Board with responsibility for business affairs and the Supervisory Board as a monitoring authority, will remain in place in the new SE legal structure. GESCO SE is to be registered in Wuppertal, Germany. The transformation is to be achieved by merging wkk 1. Beteiligung AG, registered in Vienna into GESCO AG and changing the legal form into an SE.

The transformation requires that the GESCO AG Annual General Meeting agrees to the merger plan. If possible, the regular Annual General Meeting planned for 2022 should address the proposal for resolution.

The legal status of GESCO AG shareholders remains fundamentally unaffected by the merger of GESCO AG into an SE. Shareholders will continue to hold the same number of no-par-value registered shares. There will also be no increase in the total number of shares in GESCO AG, as the merger is to take place without any new shares being issued. Stock market trading will also be unaffected by the SE transformation.

Contact
Julia Pschribülla
Head of Investor Relations & Communications
Tel. +49 (0) 202 24820-18
Fax +49 (0) 202 24820-49
E-Mail: [email protected] * [email protected] * [email protected]
Internet: www.gesco.de