ad hoc

Request for amendment of the agenda for the annual general meeting – positive continuance prognosis expired


Munich (Germany), September 11, 2017. MCGM GmbH, Munich, represented by Dr. Olaf Marx, and at the same time acting in proxy of further shareholders, has submitted a request based on sec. 122 para. 2 Stock Corporation Act (“AktG”), for amendment of the agenda for the annual general meeting of SKW Stahl-Metallurgie Holding AG, which had been convened for October 10, 2017. The request for the amendment of the agenda comprises the dismissal of Dr. Peter Ramsauer, Volker Stegmann and Titus Weinheimer as members of the supervisory board, the special election of one member of the supervisory board, the reduction of the number of seats on the supervisory board to four, the amendment of the articles of association to get rid of the requirement of a statutory quorum of 2/3 for the dismissal of members of the supervisory board, miscellaneous motions to appoint special auditors and a vote on the withdrawal of confidence vis-à-vis the sole member of the management board. Furthermore, the petitioners request a vote on the increase of the registered share capital of SKW Stahl-Metallurgie Holding AG against contribution in cash with subscription rights for the shareholders in the amount of up to EUR 13,089,860 up until EUR 19,634,790 by issuance of 13,089,860 new shares in the amount of no less than EUR 1.00 per share. Shares which have not been subscribed to shall be offered to MCGM [Metal Funds 1]. The CEO has examined the request for the amendment of the agenda for the annual general meeting and will publish it along with a statement of the management. 

Together, the petitioners hold more than 10% of the registered share capital of the Company. Based on the content of the request for the amendment of the agenda, the CEO is going to work on the assumption that the petitioners will vote against the proposals of the management, for a capital reduction and a capital increase against contribution in kind (Debt-to-Equity-Swap). As during the last five years, the average presence of shareholders at the annual general meeting amounted to approximately 35% of the registered share capital, and only 37.4% of the shareholders had registered themselves to participate at the now cancelled annual general meeting on August 31, 2017, the CEO has come to the conclusion that it is not predominantly likely that the agenda items of the management regarding the capital reduction and the capital increase against contribution in kind (debt-to-equity-swap) will reach the necessary majority of ¾ of the votes. Thereby, the positive continuance prognosis of SKW Stahl-Metallurgie Holding AG has expired and the insolvency reason of overindebtedness is applicable to the Company. During the 3-week period of sec. 15a German Insolvency Statue (“InsO”) the CEO will strive to sustainably eliminate the insolvency reason of overindebtedness to avoid having to file for insolvency.