Notification of the composition of the Supervisory Board
The company is currently constituted in the legal form of a stock corporation and is, as such, required to have a supervisory board. At present, the company's supervisory board has six members as required under Sec. 96(1), Sec. 101(1) of the German Stock Corporation Act (Aktiengesetz, "AktG") and Sec. 1(1) no. 1 sentence 2, Sec. 4(1) of the German One-Third Participation Act (Drittbeteiligungsgesetz) in conjunction with Sec. 8 (1) of the company’s articles of association.
The company’s sole shareholder, Oras Germany GmbH, Stuttgart, intends to resolve on the transformation of the company by changing its legal form to a company with limited liability (GmbH) and the implementation of that resolution in an extraordinary general meeting to be held as soon as possible after one month of publication of this notification in the German Federal Gazette (Bundesanzeiger). There are no doubts regarding the implementation of this intention.
Since the company employs less than 500 employees and, upon the change of the legal form taking effect, will no longer be required to establish a supervisory board by operation of law, the management board is of the opinion that the change of the legal form will result in the company no longer having a supervisory board as soon as the change of the legal form has been registered with the commercial register. The sole shareholder has no intention of establishing a voluntary supervisory board in accordance with Sec. 52 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).
The current supervisory board will thus cease to exist upon registration of the change of the legal form and the consequent restatement of the articles of association with the commercial register without any further measures or actions being required to this effect, and the offices of the supervisory board members will end as at that point in time, unless a person entitled under Sec. 98(2) AktG seizes the court which is competent pursuant to Sec. 98(1) AktG prior to that date within one month of publication in the Federal Gazette.
Stuttgart, 30. Mai 2014
Hansa Metallwerke Aktiengesellschaft
The Management Board