biolitec AG: Resolution regarding merger passed by majority at the Extraordinary General Meeting

Jena, 4th September 2012. Biolitec AG, listed in the "Prime Standard" of the Frankfurt Stock Exchange (ISIN DE0005213409), Jena, passed a resolution concerning it merging with an Austrian subsidiary at the Extraordinary General Meeting held in Jena.

As a result of relocating the Head Office to Austria and the downstream merger associated with it in the entry standard, biolitec AG will be able to utilise the options of tax optimisation, which includes the option of Austrian group taxation. In addition, it will also be geographically closer to the growing markets of the future in Eastern Europe and Russia. The listing in the quality segment of the entry standard at the Frankfurt Stock Exchange will reduce the costs for listing biolitec AG on the Exchange and result in considerably less administrative cost and effort. 

The Extraordinary General Meeting on 30th August 2012 was well attended. The only item on the agenda was the resolution regarding the consent for the plan of merging biolitec Unternehmens-beteiligungs I AG as the acquiring company and biolitec AG as the company being transferred.

The downstream merger with the Austrian subsidiary company of biolitec AG was passed with 94.1% of the votes polled with the share capital represented being 8,302,606.00 Euros. The relocation of the Head Office to Vienna associated with the merger is linked with the changeover to the entry standard already announced.

Following extensive discussions, biolitec AG has enhanced the compensation offer to the shareholders who voted against the resolution at the Annual General Meeting that proposed the merger: for every no-par share by 0.05 Euros to a cash amount of 2.40 Euros. The costs incurred for the compensation shall be borne by biolitec AG.  

At the Extraordinary General Meeting, biolitec AG also announced that the publication of the unaudited consolidated financial statement for 2010/2011 in German will be posted on in order to be able to provide the shareholders with a comprehensive picture of the business development over the past few years.

The biolitec shares are meant to be changed to shares of the biolitec Unternehmensbeteiligungs I AG with the new value in the entry standard in the course of the merger in order to ensure the uninterrupted trading of shares for the shareholders in the entry standard quality segment of the Frankfurt Stock Exchange. The exchange ratio determined by the companies from the company to be transferred to the company acquiring the same is 10 to 1. In other words, shareholders will receive 1 share of the acquiring company for every 10 shares of the company being merged. As a result of the share capital of the acquiring company reducing by a factor of 10, the merger will not lead to a dilution of the shares. Their percentage share in the company will remain the same.

The shares shall be exchanged following registration of the merger of biolitec AG in the companies' register and after approval by judicial authorities.

Within a timeframe that still has to be announced the shareholders who voted against the merger at the Annual General Meeting must issue instructions to their depository to transfer their shares against payment of the compensation amount of 2.40 Euros to the centralised execution agency. The specific details regarding the exchange of the shares and the payment of the compensation offer shall be published in a notification in the Federal Gazette.

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