Grammer : rejects demand from minority shareholder for influence on the composition of its governance bodies

Tuesday January 31, 2017

Grammer AG rejects demand from minority shareholder for influence on the composition of its governance bodies

Amberg, January 31, 2017 - In the recent voting rights notification published by Cascade International Investment GmbH ('Cascade'), it demands the right to exert influence on the composition of Grammer AG's Executive Board and Supervisory Board. Cascade intends to replace all existing shareholder representatives on the Supervisory Board - with the exception of Dr. Hans Liebler - with its own nominees, who are nearly all present or former employees of the Prevent Group, which is controlled by the Hastor family. In addition, Cascade intends to dismiss the Chief Executive Officer of Grammer AG.
According to publicly available information, Cascade, a 10.001 percent shareholder in Grammer AG, is a wholly owned subsidiary of Eastern Horizon Group Netherlands, in which the two sons of the entrepreneur Nijaz Hastor, Kenan and Damir Hastor, jointly hold a majority interest. In addition, Kenan and Damir Hastor are currently also the sole shareholders of Halog GmbH & Co. KG ('Halog'), which holds a further 10.22 percent stake in Grammer AG.

The intentions and aims of the shareholdings in Grammer AG of Cascade and Halog still remain unknown, but are important for the Executive Board and Supervisory Board for the Group's further development in the interest of all shareholders, employees, customers and other stakeholders. Grammer AG has actively and repeatedly sought a dialog with representatives of Cascade - and previously already with representatives of the Hastor family. However, no clarifying meeting has taken place to date.

Cascade's demand for a shareholder meeting to be held and its intention to replace five of the six shareholder representatives on the Supervisory Board by persons related to the Hastor family as well as the dismissal of the Chief Executive Officer was completely unexpected and not comprehensible for Grammer AG's Executive Board and Supervisory Board. If these demands were to be accepted, this would ultimately result in a minority shareholder assuming control to the detriment of all other shareholders.

Grammer AG's Executive Board and Supervisory Board are unequivocally committed to the continuation of the successful corporate strategy and independent corporate governance in the interests of all shareholders and stakeholders and therefore reject Cascade's demands.

Important customers of Grammer AG are also observing the changes in the shareholder structure and holdings of the Hastor family in Grammer AG very closely. They have made it quite clear to the company that they consider the independence of Grammer AG's existing governance bodies and the successful continuation of its operating and strategic business policy to be crucial.

Neither Cascade nor Halog have so far expressed any doubts regarding the performance of the company, the Management and Supervisory Board. On the contrary, Halog voted fully in favor of ratifying the activities of the Executive Board and Supervisory Board still at the last annual general meeting in May 2016 and therefore made it clear with its approval that it was very satisfied with the work of the governance bodies of Grammer AG.

Over the last few years, the Grammer Group has performed very successfully both in operating and strategic terms, thus laying the foundations for a further increase in enterprise value. Last year in particular, the company significantly outperformed the broader market and its main peers. This positive performance is also reflected in Grammer AG's share price.

Company profile
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 Seating Systems 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 20 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.

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