adesso AG: transformation to SE nearing completion following successful negotiation of the participation agreement

The Executive Board of adesso AG yesterday concluded a participation agreement following constructive talks with employee representatives. As a result, the company is to be transformed into a Societas Europeae (SE) as resolved by the Annual Shareholders' Meeting on 17 May 2019 within the scope of the merger, subject to entry into the commercial register. The key features of the merger agreement presented to the Annual Shareholders' Meeting have been assumed without change. One of these features is adesso SE's establishment of a European employee forum, which, together with the Executive Board and the Supervisory Board, will focus on employee concerns at adesso Group and help to launch initiatives.

The company's Supervisory Board will continue to comprise six members, who will be chosen by the Annual Shareholders' Meeting from the shareholders. The Supervisory Board will remain in its current form until the next election. The headquarters in Dortmund and the established dual management structure, with the separation of the Executive Board and the Supervisory Board in terms of personnel, will both remain unchanged. The European employee forum, whose members have already been elected, will comprise 15 members and initially represent employees' interests for a period of four years. Employee representatives will regularly meet with the Executive Board and Supervisory Board to discuss the development of the adesso Group and changes in sales and employment markets as well as internal issues, such as collaboration at an increasingly international and rapidly growing company.

adesso has maintained a presence in German-speaking markets for many years now and is also represented at a number of European locations thanks to its successful growth strategy. "The SE gives us the opportunity to make further progress in terms of our employee participation within the scope of an established, modern legal framework geared towards Europe-wide business orientation," said CEO Michael Kenfenheuer after yesterday's signing of the agreement. "In our constructive negotiations with the respective employee representatives, we have created an outstanding basis for the further development of the company into a leading European IT services provider."

The legal position of adesso AG shareholders remains fundamentally unchanged as a result of the transformation into the SE legal form. Shareholders will hold the same number of no-par shares in adesso SE as they did in adesso AG prior to the transformation. The International Securities Identification Number (ISIN DE000A0Z23Q5) remains unchanged.
 

adesso Group
With over 3,700 employees and annual sales of EUR 375.6 million in 2018, adesso Group is one of the largest German IT service providers and has outstanding opportunities for growth. At its own locations in Germany, other locations in Europe, Turkey and the USA as well as at numerous customer sites, adesso offers consulting and software development services for optimising core business processes. adesso also offers ready-to-use software products for standard applications. The development of an own, industry-specific product-portfolio opens up additional growth and earnings opportunities and is another key element of the adesso strategy. 2016 and 2018, adesso was awarded as the best employer in the german IT-sector.