DGAP-Adhoc: adesso AG plans to convert to European Company (SE) with dualistic management system

adesso AG plans to convert to European Company (SE) with dualistic management system

The Management Board and the Supervisory Board of adesso AG today decided to prepare the conversion of the company into a European Company (Societas Euopaea, SE). The conversion into the internationally recognized and acknowledged legal form of the SE follows the strategy of adesso to further build a Europe-wide leading consulting and technology group for digital, industry-specific business processes. After the SE transformation, the dualistic management system, consisting of a management board as management body and a supervisory board as supervisory body, is to remain unchanged.

One of the prerequisites for the conversion into the legal form of SE, implemented by a cross-border merger, is that the annual general meeting of adesso AG approves the merger plan to be drawn up together with Vienna-based adesso Beteiligungsverwaltung AG, which is wholly owned by adesso AG. The Articles of Association of the future adesso SE are also to be approved and the members of the first Supervisory Board of adesso SE to be appointed. Corresponding draft resolutions are to be submitted for approval to this year's Annual General Meeting. The registration and thus the effectiveness of the conversion into the legal form of the SE also presupposes that the procedure for the agreement on the participation of employees in the future adesso SE, which will be initiated on 10 January 2019, is completed or terminated before registration.

As a result of the conversion into the legal form of SE, the legal status of the shareholders of adesso AG remains unaffected. They will hold the same number of no-par value shares in adesso SE as in adesso AG before the SE conversion.