Vita 34 AG reports on Annual General Meeting and dividend distribution

DGAP-News: Vita 34 AG / Key word(s): AGM/EGM

28.06.2017 / 23:35
The issuer is solely responsible for the content of this announcement.

Vita 34 AG reports on Annual General Meeting and dividend distribution

Dividends of EUR 0.16 per share determined

– Six out of eight administrative decisions with majorities of more than 90% adopted unchanged

– Counterproposals for agenda items 6 and 7 adopted

– Frank Köhler new Chairman of the Supervisory Board

Leipzig, Germany, June 28, 2017 – The shareholders of Vita 34 AG (ISIN: DE000A0BL849, WKN: A0BL84), the second-largest stem cell bank in Europe, voted by a majority of more than 90% in favor of the Management Board’s proposal to pay a dividend of EUR 0.16 per share.

The new Chairman of the Management Board Wolfgang Knirsch informed shareholders about the successful development of the company in fiscal year 2016 as well as on the most important events in the first half of 2017: “We expanded our market position in 2016 and achieved significant sales growth of 15%. This exceeded our forecast for fiscal year 2016. Our solid results and cash flows put us in the comfortable position of paying a dividend to our shareholders for the third year in a row. We would like to thank our shareholders for their trust in us and our buy & build strategy.”

Dr. Knirsch took the opportunity to explain in detail the transactional rationale for the planned takeover of Seracell Pharma AG, the financing strategy and the timetable for integration. “We are gaining 40,000 existing customers and expect a growth in sales of around 5 million euros per year in the coming years. As a result of the takeover, we expect stronger market penetration and to see considerable business potential in Germany and other countries by expanding our presence. This strengthened position will allow us to develop new pricing models for future customers. Through synergies in administration, manufacturing, marketing and sales, we expect a long-term and sustained increase in our margins.”

The financing of the purchase price of EUR 14 million by Seracell is being made through a bank credit, an already successfully completed private placement with the new strategic investor Michael Köhler and its affiliate MKBV as well as a planned and supported capital increase. Vita 34 anticipates the completion of the acquisition and an advanced integration of Seracell by the end of the year.

Shareholders also voted on the ratification of the actions of the members of the Management Board (agenda item 3) and the Supervisory Board (agenda item 4) for fiscal year 2016. Both bodies were discharged.

PKF Deutschland GmbH Wirtschaftsprüfungsgesellschaft (Berlin Branch Office) was appointed as auditor and group auditor for fiscal year 2017 (agenda item 5).

In agenda item 6, the Annual General Meeting approved the reduction of the Supervisory Board to four members. During the AGM, a counterproposal was made regarding the proposed new remuneration structure for the Supervisory Board (Chairman EUR 40,000; Vice Chairman EUR 30,000;.Member EUR 20,000) and was adopted in a second round of voting.

In agenda item 7, the re-election of Dr. Hans-Georg Giering and Alexander Starke as members of the Supervisory Board was proposed. At the beginning of the AGM, the strategic investor MKBV made two counterproposal regarding the election of Frank Köhler and Steffen Richtscheid as members of the Supervisory Board. The administration welcomed the proposals of the new investor and both were presented for adoption unchanged.

Following that, the AGM elected Mr. Köhler and Mr. Richtscheid as members of the Supervisory Board instead of Mr. Giering and Mr. Starke.

The Company thanks Mr Giering for his successful work in the past years. As Chairman of the Supervisory Board, he paved the way for the positive development of the Company and under his leadership the strategic investor, MKBV or Michael Köhler, became a shareholder. Mr. Giering will remain a shareholder with the Company. Vita 34 also thanks Mr. Starke for his work as a Supervisory Board member. He will continue to serve as an interim member of the Management Board. The Supervisory Board now consists of four members: Frank Köhler (Chairman), Gerrit Witschaß (Vice Chairman), Dr. Mariola Söhngen and Steffen Richtscheid.

In addition, the shareholders resolved the new capital and authorization of the Management Board (agenda items 8 and 9):

– Creation of a new Authorized Capital 2017 with the abolition of the existing Authorized Capital and the possibility of excluding shareholders’ subscription rights (Authorized Capital 2017) as well as corresponding amendments to the Articles of Incorporation (7)

– Resolution on the authorization of the Management Board to issue convertible/option bonds, to exclude the subscription right and to decide on the creation of a Conditional Capital 2017 as well as the abolition of the Conditional Capital 2007 and corresponding amendments to the Articles of Incorporation

At the Annual General Meeting 2017 of Vita 34 AG, 29.82% of share capital was present.

More information on the Annual General Meeting including the voting results of all agenda items will soon be published on the company website in the Annual General Meeting section.

Company profile

Vita 34 was founded in 1997 as the first private umbilical cord blood bank in Europe and, as a complete provider, offers collection logistics, preparation and storage of umbilical cord blood and cord tissue. The basis for its successful work is an outstanding position in the technological segment of cryo-preservation. Here, cells and tissue are preserved alive at some -190ºC for long periods of time, and can be used if needed in the context of medical treatment. Some 160,000 families are already taking advantage of this offering and have provided for their children with a stem cell deposit at Vita 34.

28.06.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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