DGAP-News: KWS plans a change in legal form and a stock split

Einbeck, September 4, 2018
No. 49 | ww

KWS plans a change in legal form and a stock split

The Supervisory Board and the Executive Board of KWS SAAT SE have decided to prepare a change in the company's legal form to an SE & Co. KGaA (partnership limited by shares) and a stock split at a ratio of 1:5.

KWS has been a company with a tradition of family ownership since it was founded more than 160 years ago. The majority of the shares in KWS SAAT SE (currently 54.5 percent) is held by members of the families Carl-Ernst Büchting and Arend Oetker. The conversion will mean that KWS SAAT SE becomes KWS SAAT SE & Co KGaA. That will not be accompanied by a change in the company's legal personality. The shareholders of KWS SAAT SE will automatically become limited partners of KWS SAAT SE & Co KGaA. KWS SE will become the general partner of the KGaA. The family shareholders Büchting and Oetker will have the majority of voting rights in it. The task of KWS SE is the management and thus long-term and strategic control of KWS SAAT SE & Co. KGaA.

The change of legal form will not result in liquidation of the existing company or formation of a new legal entity. The company's legal and economic identity will be retained. Everything will largely remain the same for employees: All employment contracts and all agreements concluded with the employee representative bodies will remain in effect without modification.

The overall goal of the conversion is to ensure that KWS continues to be run with the same values, even in the event of a capital increase where new shares are issued. "By taking this step, we are positioning ourselves ideally for our further growth," said KWS' Chief Executive Officer Hagen Duenbostel in Einbeck. "We'll have better opportunities to raise funds on the capital market - such as for acquisitions to sensibly complement KWS' portfolio. At the same time, control of the company will remain in the tried-and-proven hands of our core shareholders," added Duenbostel.

"We family shareholders think in terms of generations, not quarters. Our ethos is founded on long-term action and an independent market position and ensures that the company is strongly positioned, even in times of increasing changes in the industry," stated Andreas J. Büchting, Chairman of the Supervisory Board of KWS SAAT SE.

"With the conversion, we will make sure that KWS remains true to the identity it has evolved over the years and shapes the future with determination and confidence on the basis of a success story extending over many generations," stated Marie T. Schnell, Deputy Chairwoman of KWS SAAT SE's Supervisory Board and representative of the Arend Oetker family.

In order to increase the share's liquidity, a stock split at a ratio of 1:5 is also being prepared, coupled with a capital increase using company funds of KWS SAAT SE. The stock split will not result in any changes to the stakes held. The shareholders do not need to make any additional cash payments.

If the Executive Board and the Supervisory Board give their final approval to the proposed resolutions and the Annual Shareholders' Meeting on December 14 endorses them, the change in legal form will likely be completed in the spring of 2019 when it is entered in the commercial register.

About KWS¹
KWS is one of the world's leading plant breeding companies. In fiscal 2016/2017, 4,950 employees in 70 countries generated net sales of EUR1,080 million and earnings before interest and taxes (EBIT) of EUR132 million. A company with a tradition of family ownership, KWS has operated independently for more than 160 years. It focuses on plant breeding and the production and sale of seed for corn, sugarbeet, cereals, rapeseed and sunflowers. KWS uses leading-edge plant breeding methods to continuously improve yield and resistance to diseases, pests and abiotic stress. To that end, the company invested EUR190 million last fiscal year in research and development, 17 percent of its net sales. For more information: www.kws.de. Follow us on Twitter(R) at https://twitter.com/KWS_Group.

¹ Excluding the shares of the equity-accounted companies AGRELIANT GENETICS LLC., AGRELIANT GENETICS INC. and KENFENG - KWS SEEDS CO., LTD.

Contact:
Wolf-Gebhard von der Wense
Head of Investor Relations
Phone: +49-5561-311-968
Mobile: +49-151-18855673
[email protected]
KWS SAAT SE
www.kws.de