by Attorney-at-law Martin Arendts, M.B.L.-HSG
At the Extraordinary General Meeting of UBS Europe SE, which was created from a merger of several UBS national companies into UBS Deutschland AG, on Tuesday, August 29, 2023, a resolution is to be passed to exclude the minority shareholders (squeeze-out) in favor of the majority shareholder UBS AG. According to the invitation to the General Meeting, there are only 84 free shares left, so that the total cash compensation to be paid amounts to only EUR 609.
The only item on the agenda of the Extraordinary General Meeting is:
"Resolution on the transfer of the shares of the remaining shareholders of UBS Europe SE (minority shareholders) to UBS AG (majority shareholder) against payment of an adequate cash compensation pursuant to Art. 9 para. 1 lit. c sublit. ii SE-Reg. i.V.m. §§ Sections 327a et seqq. AktG
Pursuant to Art. 9 para. 1 lit. c sublit. ii in conjunction with. § Section 327a AktG*, the shareholders' meeting of a stock corporation may, upon request of a shareholder who owns shares in the company amounting to 95% of the share capital (majority shareholder), resolve to transfer the shares of the remaining shareholders (minority shareholders) to the majority shareholder in return for an appropriate cash compensation (squeeze-out of minority shareholders).
* In the following, a separate reference to the reference in Art. 9 para. 1 lit. c sublit. ii SE Regulation is waived.
The share capital of UBS Europe SE amounts to EUR 446,001,084.00 and is divided into 446,001,084 registered shares with a par value of EUR 1.00 per share. UBS Europe SE does not currently hold any treasury shares. UBS AG, with its registered office in Zurich and Basel, Switzerland, registered in the commercial register of the cantons of Zurich and Basel-City under the registration number CHE-101,329,561, currently holds 446,001,000 registered par value shares of UBS Europe SE and thus more than 99.9999% of the share capital of UBS Europe SE within the meaning of § 327a para. 2 AktG in conjunction with § 16 para. § 16 para. 2 sentence 1 AktG. UBS AG is therefore the principal shareholder within the meaning of § 327a (1) sentence 1 AktG.
In a letter dated April 20, 2023, UBS AG sent UBS Europe SE a formal request pursuant to Section 327a (1) sentence 1 AktG that the Annual General Meeting of UBS Europe SE should resolve on the transfer of the shares of the minority shareholders to USB AG in return for an appropriate cash compensation pursuant to Sections 327a et seq. AktG.
Pursuant to Section 327b (1) sentence 1 AktG, UBS AG has determined the appropriate cash compensation on the basis of a valuation report of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, dated July 14, 2023, and set it at EUR 7.25 per no-par value bearer share of UBS Europe SE.
After determining the amount of the appropriate cash compensation, UBS AG sent a more specific transfer request to UBS Europe SE in a letter dated July 14, 2023, stating the amount of the cash compensation it had determined.
In a written report dated July 18, 2023 to the Annual General Meeting, UBS AG set out the conditions for the transfer of the shares of the minority shareholders and explained and justified the appropriateness of the cash compensation determined by it (so-called transfer report).
The appropriateness of the cash compensation was audited by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Cologne, as expert auditor and confirmed as appropriate. The court appointment of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, was made at the request of UBS AG by order of the Frankfurt am Main Regional Court dated April 26, 2023.
In addition, UBS AG has submitted to the Management Board of UBS Europe SE a guarantee declaration of Quirin Privatbank AG, Berlin, in which Quirin Privatbank AG guarantees the obligation of UBS AG to pay the minority shareholders the stipulated cash compensation for the transferred shares of the Company without undue delay after registration of the transfer resolution in the commercial register.
The squeeze-out of minority shareholders will be effected on the basis of the resolution of the General Meeting and will become effective upon registration of the resolution in the commercial register of UBS Europe SE.
At the request of UBS AG, the Board of Managing Directors and the Supervisory Board propose to adopt the following resolution:
"The registered par value shares of the remaining shareholders (minority shareholders) of UBS Europe SE, having its registered office in Frankfurt am Main, shall be excluded in accordance with the procedure for the exclusion of minority shareholders (Art. 9 para. 1 lit. c sublit. ii SE Regulation in conjunction with Sections 327a et seq. AktG) against payment of a cash compensation in the amount of EUR 7.25 per registered nominal value share of UBS Europe SE to be paid by the principal shareholder, UBS AG with its registered office in Zurich and Basel, Switzerland, registered in the commercial register of the cantons of Zurich and Basel-Stadt under registration number CHE-101.329.561." "
