KWS’ Annual Shareholders’ Meeting adopts change in legal form and stock split

Conversion to a partnership limited by shares – Supervisory Board elected – Stock split at a ratio of 1:5 in conjunction with a capital increase from company funds – Dividend of €3.20 – Guidance for fiscal 2018/2019 unchanged

Einbeck, December 14, 2018. The shareholders of KWS SAAT SE (ISIN: DE0007074007) voted by clear majorities in favor of the proposals by the Executive and Supervisory Boards on all items on the agenda at today’s Annual Shareholders’ Meeting. As a result, KWS SAAT SE is expected to be converted to a partnership limited by shares, KWS SAAT SE & Co. KGaA, in the first quarter of 2019.The members of the current Supervisory Board were elected as shareholder representatives for KWS SAAT SE & Co. KGaA. A stock split was also adopted and means that shareholders will receive four additional new shares for each existing one. A dividend of €3.20 per old share will be paid out for fiscal 2017/2018. The guidance for the current fiscal year 2018/2019 has been retained without any changes.

Although the venue for the Annual Shareholders’ Meeting was again Einbeck, for the first time it was not held on the company campus due to reconstruction work. Speaking before around 700 shareholders, the Executive Board and Supervisory Board explained the company’s performance in the past fiscal year and the items on the agenda that were to be put to a vote. “It was a lively debate. We’re delighted at the great level of approval, which shows that we were able to convince shareholders about our plans,” said Hagen Duenbostel, KWS’ Chief Executive Officer, about the adopted change in the company’s legal form.

Into the future as KWS SAAT SE & Co. KGaA

Eva Kienle, CFO of KWS SAAT SE, detailed the reasons for the planned change in legal form from the Executive Board’s perspective for the shareholders in attendance: Conversion to a partnership limited by shares will strengthen the company’s ability to raise funds, its growth opportunities and its position in the capital market, without it losing its character as a listed family business. There are no concrete takeover targets at present, she said, but the move created ideal conditions for KWS to respond more nimbly and flexibly to opportunities in the future by means of capital measures. At the same time, KWS would preserve and strengthen its identity by the fact that the shareholder families Büchting and Arend Oetker would hold a majority stake in the personally liable partner, KWS SE, which would take over management of KWS. Adoption of the resolution to change the legal form means that KWS SAAT SE will now be converted to KWS SAAT SE & Co. KGaA when the change is entered in the commercial register, which is expected to be in the first quarter of 2019. The shareholders of KWS SAAT SE will automatically become limited partners of the new KGaA. The change of legal form will not result in liquidation of the existing company or formation of a new legal entity. The company’s legal and economic identity will be retained.

New Supervisory Board elected

When the change in legal form is entered in the commercial register as anticipated in the first quarter of 2019, the offices of the existing Supervisory Board members of KWS SAAT SE will end. A new Supervisory Board therefore had to be elected for the new legal form KWS SAAT SE & Co. KGaA. It will be composed of four shareholder representatives and two employee representatives in the future. The existing four shareholder representatives, Andreas J. Büchting, Victor W. Balli, Cathrina Claas-Mühlhäuser and Marie Th. Schnell, stood for election and were again ratified by the Annual Shareholders’ Meeting. The two employee representatives will likewise be newly elected by a Special Negotiating Body after the Annual Shareholders’ Meeting. The term of office of the new Supervisory Board members will end when its acts for fiscal 2021/2022 are ratified.

Stock split at a ratio of 1:5

In order to increase the share’s liquidity, a stock split at a ratio of 1:5 as part of a capital increase using company funds of KWS SAAT SE was also resolved at the Annual Shareholders’ Meeting. Each shareholder will receive an additional four new shares for each existing one. The stock split will not result in any changes to the stakes held. The stock split will mean that the share price is reduced to a fifth of what it is now. The number of shares will increase from 6,600,000 to 33,000,000. The capital stock will be raised to €99,000,000 using company funds. Consequently, the nominal value per share will remain €3. The stock split will be tax neutral for shareholders under German law. The shares allocated as part of the split will not be purchased as part of the procedure and the split share will not be sold. The day on which the shareholding is acquired will still be the day on which the split shares have been acquired. The shareholders do not need to make any additional cash payments. The stock split is likewise scheduled for the first quarter of 2019.

Dividend of €3.20, guidance for 2018/2019 unchanged

The KWS Group posted a currency-related decline in net sales of 0.7% to around €1,068 million in fiscal year 2017/2018. EBIT was roughly at the level of the previous year at €133 million (+0.8%). The EBIT margin was 12.4%, once again in line with the medium-term target of at least 10%. In keeping with the largely stable earnings situation, the Executive Board and the Supervisory Board proposed a dividend of €3.20. The endorsement of this proposal by the Annual Shareholders’ Meeting means KWS will distribute a total of 21.2% of the KWS Group’s net income for the year and is thus continuing its long-standing practice of a dividend payout ratio of between 20% and 25%.

The KWS Group’s guidance for the current fiscal year 2018/2019 (slight increase in net sales, an EBIT margin of 10% to 12%) was confirmed at the Annual Shareholders’ Meeting.

About KWS¹

KWS is one of the world’s leading plant breeding companies. In fiscal 2017/2018, an average of 3,851 full-time employees in 70 countries generated net sales of €1,068 million and earnings before interest and taxes (EBIT) of around €133 million. A company with a tradition of family ownership, KWS has operated independently for more than 160 years. It focuses on plant breeding and the production and sale of seed for corn, sugarbeet, cereals, rapeseed and sunflowers. KWS uses leading-edge plant breeding methods to continuously improve yield and resistance to diseases, pests and abiotic stress. To that end, the company invested €198 million last fiscal year in research and development, 18.5% of its net sales.

¹ Excluding the shares of the equity-accounted companies AGRELIANT GENETICS LLC., AGRELIANT GENETICS INC. and KENFENG – KWS SEEDS CO., LTD.

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