Cross-Border Merger - Publication Pursuant to Section 122a para. 2, Section 62 para. 3 sentence 2 UmwG in Conjunction with. Art. 9 para. 1 lit. c) ii) SE Regulation
SGL Carbon is constantly striving to reduce administrative costs, to reduce the complexity of internal structures and to increase transparency. Therefore, we intend to simplify the group structure by transferring
SGL CARBON HOLDING SAS, a French company in the legal form of a simplified joint stock company, Société par actions simplifiée, with its registered office at 18, avenue Marcel Cachin, 38400 Saint Martin d'Hères / France, registered under 509 434 858 R.C.S. Grenoble as transferring company("Transferring Company")
SGL Carbon SE, with its registered office in Wiesbaden, registered in the commercial register of the Local Court of Wiesbaden under HRB 23960, as the acquiring company ("Acquiring Company").
This merger will have no effect on the employment of the employees of the companies involved.
Since SGL Carbon SE is the 100% shareholder of SGL CARBON HOLDING SAS and therefore the share capital of SGL CARBON HOLDING SAS is fully held by SGL Carbon SE, a resolution of the Annual General Meeting of SGL Carbon SE on the approval of the merger agreement with SGL CARBON HOLDING SAS is not required pursuant to Sections 122a para. 2, 62 para. 1 of the German Corporate Transformation Act in conjunction with Art. Art. 9 para. 1 lit. c) ii) of the SE Regulation.
Shareholders of SGL Carbon SE whose shares together amount to one twentieth of the share capital of SGL Carbon SE may, pursuant to Sections 122a para. 2, 62 para. 2 of the German Corporate Transformation Act in conjunction with Art. 9 para. 1 lit. c) ii) of the SE Regulation, exercise their voting rights in accordance with Section 122a para. 2, 62 para. 1 lit. c) of the SE Regulation. Art. 9 para. 1 lit. c) ii) of the SE Regulation, demand that an Annual General Meeting be convened to resolve on the approval of the intended merger. We hereby expressly draw the attention of our shareholders to this right.
Such a request for convening can only be considered if it is made within one month after the day of publication of the notice pursuant to Sections 122a para. 2, 62 para. 3 sentence 2 of the German Corporate Transformation Act in the Federal Gazette (Bundesanzeiger), with proof of shareholding, to SGL Carbon SE, Legal Department, Söhnleinstraße 8, 65201 Wiesbaden, fax +49 (0) 611 6029 231, email: Rechtsabteilung@ . sglcarbon.com
The shareholders may download the following documents here:
Upon request, a copy of these documents will be sent to each shareholder of SGL Carbon SE free of charge.
Wiesbaden, November 2022
SGL Carbon SE
The Board of Management