Alexanderwerk : Judicial extension of the term of office of the Management Board

Inside information according to Article 17 MAR

Redaktion | 24.06.2024 12:05

Judicial extension of the term of office of the Executive Board

By decision of today, the Wuppertal District Court has extended the period of appointment of Mr. Andreas Ridder as a member of the Executive Board until a decision is made by the Company's Supervisory Board with a quorum regarding the appointment to the Executive Board, but no later than August 31, 2024. Without the court's extension of the appointment period, Mr. Andreas Ridder would have left office at the end of June 30, 2024.

The Wuppertal District Court issued the decision upon request of the Chairman of the Supervisory Board (Mr. Franz-Bernd Daum) and the Deputy Chairman of the Supervisory Board (Mr. Nirfan Abes). Since the company would have been left leaderless with the departure of Mr. Ridder at the end of June 30, 2024, it was necessary to refer the matter to the court to avert potential harm to the company and its shareholders.

The application was necessary because the third member of the Supervisory Board has not yet participated in a meeting in which the future composition of the Management Board should have been decided, nor in a corresponding resolution by circulation. The Supervisory Board therefore does not currently have a quorum according to Section 108 Paragraph 2 Sentence 3 of the German Stock Corporation Act (AktG).

Due to the current inability of the Supervisory Board to pass a resolution, the management has not yet been able to convene the Annual General Meeting of Alexanderwerk AG. The Executive Board, the Chairman of the Supervisory Board and the Deputy Chairman of the Supervisory Board continue to aim to convene and hold the Annual General Meeting on a day within the first eight months of the financial year.

The Annual General Meeting will have to decide, among other things, on the new appointment of the Supervisory Board because the Chairman of the Supervisory Board, Franz-Bernd Daum, and the third Supervisory Board member have announced their resignation. Reference is made to the Company's ad hoc announcements of February 29, 2024 and June 11, 2024.

The Supervisory Board newly appointed by the Annual General Meeting will have to decide on the future composition of the Executive Board beyond August 31, 2024, unless the Supervisory Board with a quorum makes a decision beforehand.

Alexanderwerk AG
Executive Board