Investor Relations

AUTO1 Group SE resolves to issue new shares to settle the existing participation program for its founders, which has partially vested, amounting to around 2.2% of the share capital. Also other claims from existing employee participation programs are intended to be settled in the future by issuing shares to the beneficiaries.

Berlin, 23 March 2021 - Using its authorized capital, the Company will increase its share capital by EUR 4,529,732.00 by issuing a total of 4,529,732 new shares (around 2.2% of the current share capital). The new shares are issued against contribution in kind with exclusion of the shareholders' subscription rights to the chairman of the Management Board, Christian Bertermann, and the former member of the Management Board and current member of the Supervisory Board Hakan Koç, for the partial settlement of an existing participation program, the so-called Long-term Incentive Plan 2017. The Management Board and the Supervisory Board adopted this resolution today.

As part of the Long-Term Incentive Plan 2017, virtual shares were issued to Christian Bertermann and Hakan Koç as long-term remuneration, the settlement of which depend on the development of the stock market price in a 24-month period after the IPO. The settlement requirements have now been met for two thirds of these virtual shares. For settlement, 2,264,866 new shares will be issued to each of the two beneficiaries against contribution of their payment entitlements under the relevant virtual shares. They may only be transferred for up to 12 months after the completion of the IPO with the consent of the Supervisory Board and, in the case of Christian Bertermann, are also subject to a lock-up agreed with the issuing banks as part of the IPO. However, the Supervisory Board has approved the sale of shares to cover the taxes triggered by the settlement. The beneficiaries intend to sell the shares remaining thereafter to their respective holding vehicles, who will enter into the beneficiaries' holding obligation for this purpose; the Supervisory Board also granted its approval in this respect.

Furthermore, today, the Management Board and the Supervisory Board have agreed in principle on the following:

• In the future, also other claims from existing participation programs should be settled by issuing shares to the beneficiaries. The required shares are intended to be issued also by using authorized capital with exclusion of the shareholders' subscription rights, except to the extent treasury shares are used for settlement in individual cases.
• Under such programs, participants can generally not request to settle within 12 months from the completion of the IPO. For individual participants outside Germany, however, the Company will, if necessary, carry out an advanced settlement, inter alia, in order to take into account special legal and tax framework conditions for these participants. In these cases, the shares issued will be subject to a lock-up for a period of 12 months from the completion of the IPO (with usual exceptions, e.g. for the sale of shares to cover taxes). For this purpose, the Company intends to carry out one or more further capital increases from authorized capital during the next few months to issue new shares to the relevant participants, with exclusion of the shareholders' subscription rights, in the expected amount of up to around 0.6% of the share capital.
• In the event that the conditions for the exercise of the remaining virtual shares of the Long-Term Incentive Plan 2017 will be fulfilled, the Company intends, also in this case, to carry out a capital increase from authorized capital in order to issue new shares to the beneficiaries shortly after the conditions for exercise have been fulfilled.

 

Investor Relations

Philip Reicherstorfer
Director Corporate Finance
Tel: +49 (0)30 - 2016 38 213
ir@auto1-group.com

AUTO1 Group SE | Bergmannstrasse 72 | 10961 Berlin | Deutschland