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Softline AG executes approved capital reduction

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

Leipzig Mai 11th 2017 – 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 redemption of four shares, and the resolution adopted in respect of the simplified share capital reduction to offset accumulated losses were entered in the Commercial Register at Leipzig District Court on April 21st, 2017.

Softline AG is now executing the share capital reduction by redemption of four shares offered to the company by a shareholder free of charge 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 after redemption of the shares, was reduced by EUR 9,268,272.00 to EUR 1,029,808.00 upon entry of the resolution 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 possibility 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 depository account credit based on their respective shareholding.
The listing of the shares in Softline AG was converted at a ratio of 10:1 on the unofficial market (m:access) of the Munich Stock Exchange as of May 12th, 2017. Pending stock market orders, i.e. orders received but not yet executed, were cancelled at the end of May 9th, 2017.

Accordingly, depository banks will convert holdings of ordinary shares in Softline AG based on balances on the evening of May 11th, 2017. For every 10 ordinary shares with a nominal amount in share capital of EUR 1.00 each (ISIN DE000A1CSBR6), shareholders will receive one converted ordinary share with a nominal amount in share capital of EUR 1.00 (ISIN DE000A2DAN10).

Shareholders holding numbers of ordinary shares which are not dividable by 10 will be granted fractional shares (ISIN DE000A2DAPX8).

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

The depository banks will endeavour to settle the fractional shares (ISIN DE000A2DAPX8) in accordance with their customers’ instructions. Any remaining fractional shares that cannot be settled by the depository banks will be pooled with other fractional shares by Bankhaus Gebr. Martin AG, Göppingen, and sold as full shares on account of the depository banks.

Pursuant to § 226 (3) AktG, fractional shares 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.