GEA Group AG

Legal Proceedings Report • Jan 30, 2012

News Details

Ad-hoc | 30 January 2012 13:08

GEA Group Aktiengesellschaft: Settlement reached in award proceedings

GEA Group Aktiengesellschaft / Key word(s): Scheme of Arrangement

30.01.2012 13:08

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A settlement was reached today before Dortmund Regional Court in the award
proceedings between the applicants, including the joint representatives,
and GEA Group Aktiengesellschaft. The award proceedings are related to the
control and profit transfer agreement dating from 1999 between
Metallgesellschaft AG (whose legal successor is GEA Group
Aktiengesellschaft) and the former GEA AG, which was later merged with it.
Under the settlement, GEA Group Aktiengesellschaft has followed the court's
suggestion and undertaken to retroactively award increased compensation in
shares and to increase the compensation in cash (dividend guarantee).

Based on the exchange ratio agreed today (31 shares of GEA Group
Aktiengesellschaft for 15 shares of the former GEA AG), up to approximately
13.42 million new shares will be issued as increased share-based
compensation to those external shareholders of the former GEA AG who had
already in 1999 opted to receive shares as a compensation as provided for
in the control and profit transfer agreement. A further up to approximately
1.68 million new shares of GEA Group Aktiengesellschaft may potentially
have to be issued upon request on the basis of the abovementioned exchange
ratio to those shareholders of the former GEA AG who ceased to be
shareholders of the former GEA AG in the course of the 2005 squeeze-out in
return for a cash compensation payment in accordance with sections 327a ff.
of the German Stock Corporation Act (Aktiengesetz). In return, these former
GEA AG shareholders would then have to pay back to GEA Group
Aktiengesellschaft the squeeze-out cash compensation consisting of EUR 53
per share of the former GEA AG plus interest, which they had received
earlier.

In addition, those shareholders of the former GEA AG who received cash
compensation payments on the basis of the control and profit transfer
agreement will be entitled to increased compensation in the total amount of
approximately EUR 0.83 million.

GEA Group Aktiengesellschaft intends to create contingent capital at its
2012 Annual General Meeting in order to create the new shares in an amount
required by the settlement. The creation of the shares will not impact
earnings.

The validity of the settlement is subject to the condition precedent that
the contingent capital of GEA Group Aktiengesellschaft that is needed to
create the new shares is finally registered with the commercial register.
The award proceedings will be terminated upon validity of the settlement.

Contact:
GEA Group Aktiengesellschaft
Phone +49 (0)211 9136 1492
Fax +49 (0)211 9136 31087
www.geagroup.com

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Language: English
Company: GEA Group Aktiengesellschaft
Peter-Müller-Straße 12
40468 Düsseldorf
Germany
Phone: +49 (0)211 9136-0
Fax: +49 (0)211 9136-31087
E-mail: ir@geagroup.com
Internet: www.geagroup.com
ISIN: DE0006602006
WKN: 660200
Indices: MDAX
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, München; Freiverkehr in Hannover,
Stuttgart

End of Announcement DGAP News-Service

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