- Higher Regional Court of Nuremberg dismisses Cascade’s request to convene extraordinary general meeting with final and binding effect
- Supplementary motions allow no more than three Supervisory Board members to be elected
- Grammer’s Executive Board and Supervisory Board open to further negotiations
Amberg, May 15, 2017 – The Higher Regional Court of Nuremberg confirmed in its ruling handed down on Monday that the petition by Cascade International Investment GmbH against Grammer AG to convene an extraordinary general meeting was an abuse of law and therefore not permissible. The petition filed by Cascade to convene the meeting had already been previously dismissed by the Local Court of Amberg for the same reasons. As an argumentum e contrario, this means that the automotive supplier Grammer would not have been entitled to comply with Cascade's petition and therefore acted in full legal conformity in the interests of the Company’s shareholders.
New election of no more than three new Supervisory Board members
In its ruling of May 15, 2017, the Higher Regional Court of Nuremberg added that Grammer had correctly interpreted the supplementary petition of Cascade. Hastor had complained about this but failed to assert its views in court. For the shareholders, it is now absolutely clear that even if more than three Supervisory Board members are possibly discharged, no more than three new members are allowed to be elected. Possible vacancies would then be filled by persons appointed by court. Accordingly, it would not be possible for the investor Cascade already to dominate the Supervisory Board with a majority vote.
Moreover, the Higher Regional Court of Nuremberg confirmed that the AGM scheduled to be held on May 24, 2017 may be moderated by a representative of the Supervisory Board of Grammer AG as stipulated in the articles of association of the Company.
Grammer’s Executive Board and Supervisory Board open to further negotiations
The management bodies of Grammer continue to be open to further talks with Cas-cade without expressing any conditions precedent. At a first meeting arranged by the Bavarian State Minister for Economic and Energy Affairs Ilse Aigner last week, all participants committed themselves to non-disclosure. Grammer had already offered Cascade and its representatives opportunities for talks in five letters, partly indicating specific appointments. These were categorically rejected, with any readiness for further talks being subject to the provision that the previously mentioned unlawful extraordinary general meeting being convened.
An alternative appointment already agreed for a meeting originally to be held in
November 2016 was also surprisingly canceled by the investor as there was no further interest in negotiating with Grammer.
Court rulings confirm legal conformity of Grammer’s actions
The ruling handed down by the Higher Regional Court confirms the Company’s as-assessment that it would have been unlawful to convene an extraordinary general meeting. Making any talks dependent on such an unlawful meeting being convened shows that at no point in time was Cascade seriously interested in engaging in any dialog with Grammer. Nevertheless, Grammer explicitly endorses and welcomes the political initiatives by Minister Ilse Aigner and State Secretary Matthias Machnig and hopes for constructive talks and results that will be in the interests of the Company’s customers and workforce.
Located in Amberg, Germany, Grammer AG specializes in the development and production of components and systems for automotive interiors as well as suspension driver and passenger seats for onroad and offroad vehicles. In the Automotive Division, we supply headrests, armrests, center console systems and high-quality interior components and operating systems to premium automakers and automotive system suppliers. The Commercial Vehicle Division comprises seats for the truck and offroad seat segments (tractors, construction machinery, forklifts) as well as train and bus seats. With over 12,000 employees, Grammer operates in 19 countries around the world. Grammer shares are listed in the SDAX and traded on the Frankfurt and Munich stock exchanges via the electronic trading system Xetra.