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07.06.2019
  • Schöneck, Germany

Announcement according to Section 62 Para. (3) Sentence 2 of the German Transformation Act about an imminent merger

GK Software SE, Schöneck
ISIN: DE0007571424
WKN: 757142

The intention is to merge valuephone GmbH, which has its headquarters in Schöneck and has been entered in the Commercial Register at Chemnitz Local Court under HRB 22883, as the transferring company with GK Software SE, which has its headquarters in in Schöneck and has been entered in the Commercial Register at Chemnitz Local Court under HRB 31501, as the acquiring company. Through this transaction, valuephone GmbH is transferring its complete assets with all their rights and obligations by dissolution without any liquidation with effect from midnight on 1 January 2019 (effective date of the merger) to GK Software SE by means of a merger by absorption (Section 2 No. 1 of the German Transformation Act).

A draft version of the merger agreement has been submitted to the Commercial Register that is responsible for GK Software SE.

GK Software SE is the sole shareholder in valuephone GmbH. There is therefore no need for a merger resolution by the acquiring company GK Software SE, in line with Section 62 Para. (2) of the German Transformation Act. However, according to Section 62 Para. (2) of the German Transformation Act, this does not apply if shareholders in GK Software SE, whose shares together make up one twentieth of the share capital, request the convening of an annual shareholders’ meeting, where a decision is made about agreement to the merger. Our shareholders have specifically been made aware of this right. A request for a shareholders’ meeting can only be considered if it is made within one month of the publication of this announcement and evidence is provided of the shareholding(s). The request must be sent to GK Software SE, Investor Relations, Attn Mr André Hergert, Management Board Member, Waldstrasse 7, 08261 Schöneck/Vogtl., Germany; fax: +49 37464 84 15, e-mail: This email address is being protected from spambots. You need JavaScript enabled to view it..

The shareholders have an opportunity to request the following documents:

1. The merger agreement between GK Software SE and valuephone GmbH (draft version) – https://investor.gk-software.com/de/corporate-governance/verschmelzung-valuephone
2. The annual accounts and management reports for GK Software SE and valuephone GmbH for the 2016, 2017 and 2018 financial years -– 
https://investor.gk-software.com/de/corporate-governance/verschmelzung-valuephone

There is no need for a merger report in line with Section 8 Para. (3) Sentence 1 of the German Transformation Act and an expert does not need to check the merger either, according to Section 9 Para. (2) and (3) in conjunction with Section 8 Para. (3) Sentence 1 of the German Transformation Act.

Schöneck, im Juni 2019

GK Software SE
The Management Board