DGAP-News: Members of the Executive Board of Grammer AG announce exit following the takeover by Ningbo Jifeng

Members of the Executive Board of Grammer AG announce exit following the takeover by Ningbo Jifeng

- Substantial shift in shareholder structure due to 85-percent stake held by majority shareholder Ningbo Jifeng

- Supervisory Board confident of finding swift replacements

- Business combination agreement (BCA) continues to be in force

Amberg, September 24, 2018 - The long-standing Chief Executive Officer (CEO) of Grammer AG, Mr. Hartmut Müller, as well as the Chief Financial Officer (CFO), Mr. Gérard Cordonnier, and the Chief Operating Officer (COO), Mr. Manfred Pretscher, have today informed the Chairman of the Supervisory Board, Dr.-Ing. Klaus Probst, that they plan to utilize their contractual change-of-control rights and to resign as members from the Executive Board.

Jiye Auto Parts GmbH, an affiliate of the Chinese automotive supplier and strategic partner of Grammer Ningbo Jifeng, reported an 84.23% stake in Grammer AG on September 10. Due to the unexpectedly high acceptance rate of the takeover offer, the shareholder structure has shifted more clearly than expected.

"By resigning from my position, I am giving the Supervisory Board and the major shareholder the possibility of making basic decisions on the company's future strategy regardless of myself and, in this way, of laying the necessary foundations," says Hartmut Müller, explaining his decision. "Thanks to the strong dedication of all employees across the Grammer Group, the company has evolved into a reliable, globally active and innovative partner for its customers in the automotive and commercial vehicles industry over the last few years and is superbly positioned to face the future challenges in the vehicle industry," Müller adds.

"The Grammer Group's long-standing Chief Executive Officer Hartmut Müller has been central in the company's success. By systematically implementing a clearly defined growth strategy, executing targeted acquisitions and forging partnerships, he has transformed Grammer into a leading international automotive components supplier," says Dr.-Ing. Klaus Probst, Chairman of Grammer AG's Supervisory Board. "Most recently, he was able to achieve important milestones for the company's future with the establishment of the strategic partnership with Ningbo Jifeng and the successful acquisition of the US automotive components supplier TMD. The Supervisory Board greatly regrets his decision to leave the company and thanks him for the successful and very fruitful collaboration over many years," Probst continues.

Gérard Cordonnier, CFO of Grammer AG since 2015, and Manfred Pretscher, COO since 2010, also informed the Supervisory Board today that they would be leaving the company for personal reasons. Over the past few years, Gérard Cordonnier has revamped the Grammer Group's financing structure to accommodate its strong growth. In addition, he played an instrumental role in the successful acquisition of the former REUM Group as well as the US TMD Group. Gérard Cordonnier expects to retain his position as CFO until December 31, 2018.

Manfred Pretscher was responsible for the successful innovation and product strategy as well as the expansion of the Grammer Group's international production and development capacities under its successful growth strategy. He expects to retain his position temporary after December 31, 2018.

"We wish to express our gratitude to Mr. Cordonnier and Mr. Pretscher for the very good collaboration over the past few years and wish them all the best," Probst continues.

Smooth transition initiated
All three members of the Executive Board will be overseeing the changeover on the Executive Board in the interests of a smooth transition. In addition, they will be continuing to assist the company in an advisory capacity after their official exit.

The Supervisory Board will be filling the positions swiftly.

Business combination agreement (BCA) still in force
The business combination agreement signed in connection with the tender offer will continue to apply independent from the changes to the Executive Board. This agreement contains extensive commitments for the preservation of the Grammer Group's national and international sites as well as broad-based undertakings towards all employees. In addition, the major shareholder supports the continuation of the company's growth and innovation strategy as well as its financing and dividend policies. According to the major shareholder, it currently does not intend to fill more than two seats of the supervisory board. A domination agreement is not intended. Moreover, the business combination agreement provides for broad-based protection for Grammer's brand, patents and other industrial rights.

Company profile
Located in Amberg, Germany, Grammer AG specializes in the development and production of components and systems for automotive interiors as well as suspended driver and passenger seats for onroad and offroad vehicles. In the Automotive Division, we supply headrests, armrests, center console systems and high-quality interior components and operating systems to premium automakers and automotive system suppliers. The Commercial Vehicles Division comprises seats for the truck and offroad seat segments (tractors, construction machinery, forklifts) as well as train and bus seats.

With over 13,000 employees, Grammer operates in 19 countries around the world.

Grammer shares are listed in the Prime Standard and traded on the Frankfurt and Munich stock exchanges via the electronic trading system Xetra.