Hornbach Holding AG shareholders approve change of legal form to KGaA

CFO Roland Pelka: “Change of legal form will boost Hornbach’s position on capital market.” / Just one listed share class in future

Neustadt a. d. Weinstrasse, July 10, 2015

Hornbach Holding AG will be changing its legal form to a German partnership limited by shares (KGaA). This move was unanimously approved by the company’s shareholders at this year’s Annual General Meeting on July 9, 2015 and with a majority of more than 99 % at the separate meeting of preference shareholders held on July 10, 2015 in Landau (Pfalz). Following the change of legal form, the company will operate under the name HORNBACH Holding AG & Co. KGaA. The company will in future have only one share class listed on the stock exchange, namely ordinary shares with voting entitlement.

“The change in legal form to a KGaA, thus standardizing our share structure, and the targeted listing of all non-par value ordinary bearer shares in the KGaA will boost our position on the capital market. Not only that, it should make it easier to raise any capital needed in future and thus promote the company’s further development”, commented company CFO Roland Pelka. The number of Holding shares admitted for trading, and thus the company’s market capitalization, will double. According to the CFO, this pooling of investor interest in just one share class could increase the liquidity of the KGaA’s ordinary shares.

The change in the company’s legal form to a KGaA will only become effective upon entry in the Commercial Register. As a result, all non-voting preference bearer shares will be converted into non-par value ordinary bearer shares with voting rights. The non-par value ordinary bearer shares in the AG will also be converted into non-par value ordinary bearer shares in the KGaA.

Upon entry of the change of form in the Commercial Register, shareholders in Hornbach Holding AG will become shareholders in HORNBACH Holding AG & Co. KGaA. They will continue to hold the same scope of shareholding and the same number of shares in Hornbach Holding as was the case before the change in form took effect. In this respect, no steps are required by shareholders.

To compensate the loss of preference status, preference shareholders are to receive an additional cash payment of Euro 0.38 per preference share. Based on the shareholdings reported by custodian banks, this will be transferred to such banks by the Settlement Center no later than the third banking day after entry of the change of legal form in the Commercial Register.

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