Cross-Border Merger

Cross-Border Merger - Publication Pursuant to Section 122a para. 2, Section 62 para. 3 sentence 2  German Corporate Transformation Act in Conjunction with. Art. 9 para. 1 lit. c) ii) SE Regulation

SGL Carbon is constantly striving to reduce administrative costs, the complexity of internal structures and to increase transparency. Therefore, we intend to simplify the group structure by merging the

SGL CARBON GMBH, a limited liability company under Austrian law, with its registered office in Ried im Innkreis and its business address at Fischerstraße 8, 4910 Ried im Innkreis, Austria, registered in the commercial register of the Regional Court of Ried im Innkreis under FN 109150 s as the transferring company ("Transferring Company")

into

SGL Carbon SE, with its registered office in Wiesbaden, registered in the commercial register of the Local Court of Wiesbaden under HRB 23960, as the acquiring company ("Acquiring Company").

This merger will have no effect on the employment of the employees of the companies involved.

Since SGL Carbon SE is the sole shareholder of SGL CARBON GMBH and therefore the share capital of SGL CARBON GMBH is fully held by SGL Carbon SE, a resolution of the Annual General Meeting of SGL Carbon SE approving the merger agreement with SGL CARBON GMBH is not required pursuant to Sections 122a para. 2, 62 para. 1 of the German Corporate Transformation Act in conjunction with Art. Art. 9 para. 1 lit. c) ii) of the SE Regulation.

Shareholders of SGL Carbon SE whose shares together amount to one twentieth of the share capital of SGL Carbon SE may, pursuant to Sections 122a para. 2, 62 para. 2 of the German Corporate Transformation Act in conjunction with Art. 9 para. 1 lit. c) ii) of the SE Regulation, demand that a General Meeting of SGL Carbon SE be convened to resolve on the approval of the intended merger. We hereby expressly draw the attention of our shareholders to this right.

Such a request can only be considered if it is raised within one month after the day of publication of the notice pursuant to Sections 122a para. 2, 62 para. 3 sentence 2 of the German Corporate Transformation Act in the Federal Gazette (Bundesanzeiger), with proof of shareholding, to SGL Carbon SE, Legal Department, Söhnleinstraße 8, 65201 Wiesbaden, fax +49 (0) 611 6029 4234, email: Rechtsabteilung@remove-this.sglcarbon.com

The shareholders have to possibility to download the following documents here:

  • Draft of the Merger Plan (“Entwurf des Verschmelzungsplans“) – only available in German
  • Merger Report (“Verschmelzungsbericht“) – only available in German
  • Annual financial statements and management reports of SGL Carbon SE and SGL CARBON GMBH with registered office in Ried im Innkreis / Austria for the fiscal years 2018, 2019 and 2020
  • Closing balance sheet of SGL CARBON GMBH with registered office in Ried im Innkreis / Austria as of June 30, 2021 and the report on the first half of fiscal year 2021 of SGL Carbon SE.

Upon request, a copy of these documents will be sent to each shareholder of SGL Carbon SE free of charge.

Wiesbaden, November 2021

SGL Carbon SE

The Board of Management

 

Draft of the Merger Plan - only available in German
PDF, 129 KB
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Merger Report - only available in German
PDF, 161 KB
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SGL Carbon SE - Report on the 1st Half year 2021
PDF, 894 KB
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Annual Financial Statements 2020 - SGL Carbon SE
PDF, 1 MB
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Annual Financial Statements 2019 - SGL Carbon SE
PDF, 2 MB
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Annual Financial Statements 2018 - SGL Carbon SE
PDF, 1 MB
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Closing balance sheet SGL CARBON GMBH 30.06.2021
PDF, 2 MB
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Annual Financial Statements 2020 - SGL CARBON GMBH (AT)
PDF, 1 MB
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Annual Financial Statements 2019 - SGL Carbon GmbH (AT)
PDF, 395 KB
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Annual Financial Statements 2018 - SGL Carbon GmbH (AT)
PDF, 2 MB
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