Softline Group // Presse

Softline AG executes approved capital reduction

Shares in Softline AG to be reclassified after close of trading on 11 May 2017 // Share listing to be converted at ratio of 10:1

The resolution adopted by the Extraordinary General Meeting of Softline AG on December 20th, 2016, which concerned the company reducing its share capital by simplified retirement of four shares, and the resolution adopted in re-spect of the simplified share capital reduction to offset accumulated losses were en-tered in the commercial register at Leipzig district court on April 21st, 2017.

Softline AG is now executing the share capital reduction by retirement of four shares ten-dered to the company by a shareholder without consideration pursuant to § 237 (3) No. 1 of the German Stock Corporation Act (AktG) and the capital reduction pursuant to § 222 et seq. AktG. The share capital, which still amounted to EUR 10,298,080.00 following retirement of the shares, was reduced by EUR 9,268,272.00 to EUR 1,029,808.00 upon entry of the resolu-tion adopted by the Extraordinary General Meeting on December 20th, 2016.

The converted ordinary shares in Softline AG are represented in a global certificate deposited at Clearstream Banking AG, Frankfurt am Main. The Articles of Association exclude the pos-sibility of shareholders requesting securitisation of their shares. Accordingly, shareholders in Softline AG participate as co-owners of the collective holding of converted ordinary shares at Clearstream Banking AG with a corresponding custody account credit based on their respec-tive shareholding.
The listing of the shares in Softline AG was converted at a ratio of 10:1 on the unofficial mar-ket (m:access) of the Munich Stock Exchange as of May 12th, 2017. Stock market orders received but not yet executed expired at the end of May 9th, 2017.

Accordingly, custodian banks will convert holdings of ordinary shares in Softline AG based on balances on the evening of May 11th, 2017. Every 10 ordinary shares with a prorated amount in share capital of EUR 1.00 each (ISIN DE000A1CSBR6) will be replaced by one converted ordinary share with a prorated amount in share capital of EUR 1.00 (ISIN DE000A2DAN10).
Shareholders holding numbers of ordinary shares not divisible by 10 will be granted share fractions (ISIN DE000A2DAPX8).

Combining such fractions into fully entitled shares (so-called “fraction regulation”) requires a corresponding purchase or sale order. For the execution of any fraction regulation thereby required, shareholders in Softline AG are requested to issue a corresponding order to their custodian banks immediately if possible, and at the latest by May 26th, 2017. Such order should address the treatment of fractions, and in particular the sale of fractions or acquisition of additional fractions for the purpose of combination into full shares.

The custodian banks will endeavour to offset the fractions (ISIN DE000A2DAPX8) in accord-ance with their customers’ instructions. Any remaining fractions that cannot be settled by the custodian banks will be pooled with other fractions by Bankhaus Gebr. Martin AG, Göp-pingen, and sold as full shares on account of the custodian banks.

Pursuant to § 226 (3) AktG, fractions may be sold by private contract. The company has not provided for fee reimbursements in this respect.

The price of converted ordinary shares resulting from the capital reduction (DE000A2DAN10) on the unofficial market (m:access) of the Munich Stock Exchange was set on May 10th, 2017.