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Extraordinary general meeting approves domination and profit and loss transfer agreement and elects supervisory board members

News summary:

  • Domination and profit and loss transfer agreement approved with over 98% of votes cast
  • Frank Fischer and Eduard Scheiterer elected to the supervisory board by the annual general meeting

ADVA Optical Networking SE (“ADVA”) (FSE: ADV) announced today that at yesterday’s extraordinary shareholders’ meeting of ADVA, the conclusion of the domination and profit and loss transfer agreement (“Agreement”) between Adtran Holdings, Inc (“Adtran Holdings”) as the controlling company and ADVA as the controlled company was approved with a majority of 98.04% of all voting rights cast.

The agreement provides for an annual compensation payment pursuant to Section 304 of the German Stock Corporation Act (AktG) for all outside shareholders of ADVA in the amount of EUR 0.59 gross per share and full fiscal year of ADVA (at current taxation, this corresponds to EUR 0.52 net). Alternatively, all outside shareholders have the option to transfer their ADVA shares to Adtran Holdings in exchange for cash compensation in the amount of EUR 17.21 pursuant to Section 305 AktG.

The conclusion of the agreement is an important step to deepen the cooperation between ADVA and Adtran Holdings, which started with the conclusion of the Business Combination Agreement on August 30, 2021. The agreement still requires entry in the commercial register of ADVA’s registered office to become effective. However, the agreement will become effective at the earliest at the beginning of ADVA’s financial year, beginning on January 1, 2023.

In addition to the resolution on the approval of the contract, the election of supervisory board members was on the agenda. ADVA’s shareholders elected Frank Fischer and Eduard Scheiterer to the supervisory board. 

Frank Fischer, attorney and tax advisor in his own law firm, and Eduard Scheiterer, former managing director of ADTRAN GmbH and SVP for research and product development for ADTRAN, Inc., have already been active as court-appointed members of the supervisory board of ADVA Optical Networking SE since September 2022 and October 2022, respectively. Yesterday’s annual general shareholders’ meeting has now elected them to the supervisory board, following the candidate proposals of the supervisory board.

The elected members succeed Nikos Theodosopoulos and Michael Aquino, who resigned from the company’s supervisory board following resignation declarations dated August 4, 2022, and September 24, 2022, respectively.

“We would like to thank the departing supervisory board members for their valuable contributions over the years and wish them all the best for their future,” said Johanna Hey, chair of the supervisory board. “At the same time, we look forward to working with the new members, who will enrich the board with their proven expertise and international experience.”