ProCredit Holding AG & Co. KGaA: Annual General Meeting resolves with large majority to convert to legal form of stock corporation

ProCredit Holding AG & Co. KGaA: Annual General Meeting resolves with large majority to convert to legal form of stock corporation

Frankfurt am Main, 05 June 2023 - ProCredit Holding AG & Co KGaA (ProCredit Holding), the parent company of the development-oriented ProCredit group, held its Annual General Meeting for 2023 today. After holding purely virtual general meetings over the past three years, this was the first time that the event was held with physical attendance again.

A total of 76.50% of the share capital was represented. The Annual General Meeting approved by a large majority all of the proposals that were put to the vote.

The Management Board first reported on the positive operating performance of the ProCredit group in the 2022 financial year, despite substantial loss allowances in ProCredit Bank Ukraine, and also presented a positive outlook for the 2023 financial year. For 2023, the return on equity (RoE) is expected to improve to 8-10%, even under adverse macroeconomic conditions. The medium-term RoE guidance was already raised at the beginning of the year to around 12%, with medium-term potential for the cost-income ratio seen at around 57%. The strong RoE as of Q1 2023 of 13.3% (Q1 2022: -0.8%) and the cost-income ratio, adjusted for non-recurring effects, of 57.0% (Q1 2022: 59.5%) underline the group's positive short- and medium-term outlook.

The Annual General Meeting of ProCredit Holding resolved with a very large majority to change the legal form of the company to that of a stock corporation. The rationale behind the change of form is the higher investor acceptance for a stock corporation and to simplify the structure of the company. The business focus of ProCredit Holding, and in particular its impact orientation, will remain unchanged even after finalising the conversion into a stock corporation.

"On behalf of the Management Board, I would like to thank all shareholders for attending today's Annual General Meeting and in particular for their approval of the conversion of our legal form. We currently assume that we will already be able to finalise this change in the coming months. Overall, we are confident that the group's capital market presence will be further strengthened by this more internationally recognised and market-friendly corporate structure," commented Hubert Spechtenhauser, Chair of the Management Board of ProCredit General Partner AG.

The Annual General Meeting also followed the proposal of the General Partner and the Supervisory Board of ProCredit Holding to not distribute a dividend for the 2022 financial year and to carry forward the unappropriated earnings for the year in full. This decision was taken on the basis of the continued political and economic uncertainty in connection with the ongoing war in Ukraine.

Furthermore, the shareholders also approved the establishment of the new Authorised Capital 2023. This anticipatory resolution replaces the previous existing authorisation and allows the General Partner during the next five years to increase the company's share capital, at once or in several instances, by a total amount of up to 10% by issuing up to 5,889,849 new registered non-par value shares against contributions in cash and/or in kind.

Furthermore, the Annual General Meeting approved the actions of the General Partner and Supervisory Board in the 2022 financial year.

Due to the proposed change in the legal form of the company, all members of the Supervisory Board resigned as members of the Supervisory Board of the company with effect from the end of this General Meeting, thereby necessitating a new election. In the course of the Supervisory Board elections, all four existing members of the Supervisory Board proposed for the vote, comprising Mr Rainer Ottenstein, Dr HPM (Ben) Knapen, Ms Helen Alexander and Ms Jovanka Joleska Popovska, were re-elected. Dr Jan Marcus Schroeder-Hohenwarth and Mr Nicholas Tesseyman were newly elected to the Supervisory Board of ProCredit Holding by the Annual General Meeting. Dr Jan Marcus Schroeder-Hohenwarth has extensive expertise in credit and in developing and emerging markets, while Mr Nicholas Tesseyman brings a wealth of specialised knowledge on several Eastern European countries as well as many years of experience with international financial institutions.

In addition, an amendment to the Articles of Association was adopted with regard to the fundamental possibility of holding purely virtual general meetings in the future.

BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, was again appointed as auditor of the company’s financial statements and the group’s consolidated financial statements for the 2023 financial year.

The results of the voting on the individual agenda items as well as further information on the Annual General Meeting will be published on the company’s website at https://procredit-holding.com/investor-relations/general-meetings/.

Contact:

Investor Relations, ProCredit Holding, Tel.: +49 69 951 437 0, E-mail: pch.ir@procredit-group.com

Andrea Kaufmann, Group Communications, ProCredit Holding, Tel.: +49 69 951 437 138,
E-mail: Andrea.Kaufmann@procredit-group.com

About ProCredit Holding AG & Co. KGaA

ProCredit Holding AG & Co. KGaA, based in Frankfurt am Main, Germany, is the parent company of the development-oriented ProCredit group, which consists of commercial banks for small and medium enterprises (SMEs). In addition to its operational focus on South Eastern and Eastern Europe, the ProCredit group is also active in South America and Germany. The company’s shares are traded on the Prime Standard segment of the Frankfurt Stock Exchange. The core shareholders of ProCredit Holding AG & Co. KGaA include the strategic investors Zeitinger Invest and ProCredit Staff Invest (the investment vehicle for ProCredit staff), KfW, the Dutch DOEN Participaties BV and, since very recently, the European Bank for Reconstruction and Development. As the group’s superordinated company according to the German Banking Act and as the parent financial holding company of the ProCredit financial holding group, ProCredit Holding AG & Co. KGaA is supervised on a consolidated level by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and the German Bundesbank. For additional information, visit: https://www.procredit-holding.com/