ORBIS AG has become ORBIS SE

ORBIS SE was entered in the Commercial Register of the Saarbrücken Local Court on February 17, 2022 under HRB 108223.

In order to better express our position as a future-oriented European IT company, the Management Board and Supervisory Board have passed a resolution to change the current legal form from AG to SE. AG stands for Aktiengesellschaft, a German legal form denoting a corporation limited by share ownership (i.e. one which is owned by its shareholders) whose shares may be traded on a stock market.

SE stands for Societas Europaea (European society or company) and is a public company registered in accordance with the corporate law of the European Union (EU). SE is a modern supranational legal form and as such, the Management Board and Supervisory Board are convinced it is the correct legal form for ORBIS’ continued (and specifically European) expansion.

It is the opinion of the Management Board and Supervisory Board that the alteration of the legal form is in keeping with the international project work undertaken by the ORBIS group and its increasingly European focus. ORBIS companies can be found in several European countries. The ORBIS Group in future intends to improved and institutionalize the provision of information to and consultation of employees at its international sites with regard to its cross-border activities. To achieve this, a procedure on the provision of information and consultation with regard to the cross-border activities of ORBIS SE will be agreed with employee representatives under the conditions set forth by statutory law.

What is an SE?

SE is the abbreviation of Societas Europaea (European society or company). It is a public company registered in accordance with the corporate law of the European Union (EU) and is therefore a supranational legal form. An SE can be compared to an Aktiengesellschaft (AG).

Why is ORBIS AG changing to an SE?

SE is a modern supranational legal form and as such, the Management Board and Supervisory Board are convinced it is the correct legal form for ORBIS’ continued (and particularly European) expansion.

The legal form SE will boost the international acceptance of the company, strengthen employees’ and customers’ ability to identify with ORBIS, and foster bonds between ORBIS’ employees in Europe.

Who makes the decisions about the change to an SE?

First, the Management Board and Supervisory Board of ORBIS AG pass a resolution to attempt to change the AG into an SE. The final resolution on changing the legal form will be made at the General Meeting of ORBIS AG, probably at the end of 2021.

How does the change process work?

The Management Board drafts the documentation for the change with the approval of the Supervisory Board. This documentation includes a plan, a report and the company articles for the SE. A resolution by the shareholders of ORBIS AG is then required in order to change the legal form. In order for it to pass, a resolution by the General Meeting for the change to an SE requires a three-quarter majority of the capital stock represented at the vote on the resolution. If the resolution is passed, company will become an SE upon its entry into the trade register.

The company’s management is also obliged to organize a procedure to involve employees in the SE. The company’s management must inform the employee representatives and non-represented employees about the plans to change to an SE and negotiate any future involvement of employees in the SE with a special negotiating body (bVG) composed of employee representatives. The aim of this is to conclude an agreement between the company’s management and the bVG concerning the provision of information to and consultation of employees with regard to the cross-border activities of the SE.

The employee involvement procedure is a condition of the entry of the SE into the trade register. The change to an SE is only possible once this agreement has been concluded.

Which other companies have chosen this legal form?

In recent years, many international companies originally based in Europe have chosen the legal form SE. These include SAP, Bechtle, Materna, Adesso and Prodyna.

What are the financial and fiscal implications of a change to an SE?

The change of the legal form to an SE in principal has no fiscal implications. The creation and auditing of the annual financial statement, group financial statement and management report will in future be based on the same provisions. According to German income tax law, any future dividend payouts and the disposition of ORBIS shares have the same fiscal implications before and after the change to an SE.

Will the change to an SE alter the process of future General Meetings?

The same provisions applicable to an AG under German law apply to the process of a general meeting of an SE based in Germany. There will therefore be no changes in this regard. The annual general meeting of an SE must, however, take place within the first six months of the fiscal year (rather than in the first eight months as is the case for an AG). As the General Meeting of ORBIS AG has traditionally been in May, nothing in this regard will change in practice.

Will the change to an SE affect the rights of shareholders in the General Meeting or other shareholder rights?

The change to the legal form SE has no effect on shareholder rights. Specifically, it has no effect on the rights to participate, speak or ask questions at the General Meeting. The same provisions applicable to an AG under German law apply to the process of a general meeting of an SE based in Germany.

Will the securities identification numbers for ORBIS shares change as a result of the change to an SE?

No, the change to an SE will not affect the securities identification numbers for ORBIS shares.

What effect will the change have for working conditions and employee contracts?

The change will have no effect on working conditions. There will be no transfer of an undertaking, no new employee contracts will need to be concluded, and no existing contracts will have to be rewritten. Working conditions and employee contracts will therefore remain unaffected. All existing rights and obligations will also remain unaffected.

Will employees be involved in the change process?

As part of the change from an AG to an SE, the Management Board will introduce a process regarding the future involvement of employees in the SE. A body comprised of employees from all European countries in which ORBIS has employees will be assembled. This special negotiating body (bVG) will discuss the future involvement of employees in the SE together with the company’s management. The aim is to conclude an agreement signed by both parties concerning an information and consultation process to be introduced in the future with regard to the cross-border activities of the SE.

How will European employees be involved in the ORBIS SE decision-making process?

The agreement concluded as part of the change to an SE is designed to establish a process concerning the provision of information to and consultation of employees with regard to the cross-border activities of the SE.

How does the change to an SE affect contracts with our customers?

The change to the legal form SE has no effect on existing contractual relationships. The content of the existing contractual relationships will remain unaltered. The only thing that will alter once the change to an SE comes into force is that the contractual partner will become ORBIS SE rather than ORBIS AG. The change of legal form does not constitute a right to terminate the contract unless this has been expressly agreed. Any existing supplier relationships and all other contractual relationships will therefore remain unaffected by the planned change of legal form.

Will the change to an SE affect the company articles?

The company articles of ORBIS AG will form the basis of the company articles of ORBIS SE. Any alternations necessary as part of the change to an SE will be identified during the change process.

Will existing contracts be affected by the change?

Any existing relationship under the law of obligations entered into by ORBIS AG, specifically contractual agreements with customers, suppliers, and employees will not be affected by the change of legal form; instead they will remain unaltered with ORBIS SE.

How will the change to an SE affect the existing Supervisory Board?

The existing Supervisory Board will remain in office and will be re-elected once the regular term of the General Meeting has expired. The existing structure and division of duties between the Management Board and the Supervisory Board will also remain unaffected.