Ad-hoc | 19 December 2008 14:41
SHS VIVEON AG / AGM/EGM/Capital Reorganisation Release of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- o Write-down of the book value of the subsidiary SHS Polar o Resolution proposal for a capital reduction in the ratio of 40:1 o Board of Directors is planning to recapitalize the company Martinsried, December 19, 2008 – The Board of Directors and the Supervisory Board of SHS VIVEON AG today passed a resolution to call an extraordinary shareholder meeting on February 10, 2009. The Board of Directors and the Supervisory Board will make a proposal to the extraordinary shareholder meeting to reduce SHS VIVEON AG's share capital, which currently totals EUR 14,991,311.00, comprising 14,991,311 no-par value bearer shares. The share capital will initially be reduced by EUR 31 to EUR 14,991,280.00 in order to give a round figure via a simplified withdrawal of shares within the meaning of Section 237 (2) No. 1 of the Aktiengesetz (AktG – German Public Limited Companies Act). The share capital will then be reduced in line with the regulations for a simplified capital reduction (Sections 229 et seq. of the AktG) from EUR 14,991,280.00 to EUR 374,782.00 in order to compensate for balance sheet losses incurred. The capital reduction will be performed such that 40 no-par value bearer shares will be merged to form one no-par value bearer share (reduction ratio 40:1). In addition, as part of the extraordinary shareholder meeting the authorization to issue stock options is to be revoked. The exact wording of the resolutions can be found in the invitation to the extraordinary shareholder meeting, which will be submitted to the electronic federal gazette over the course of the next few days and which is expected to be published on December 31, 2008. The capital reduction is a key step in connection with the recapitalization of SHS VIVEON AG which the Board of Directors and the Supervisory Board intend to put in place. During fiscal year 2008, SHS VIVEON AG already had to make substantial extraordinary write-downs for the book value of the Spanish subsidiary SHS Polar in connection with the ongoing efforts to sell this company. Due to the difficult underlying conditions it was not possible to successfully conclude this sale. At present, the activities put in place to stabilize the subsidiary are being driven consistently. However, as part of its risk-adjusted accounting policy, the Board of Directors has resolved to write down the book value of SHS Polar in full. The capital reduction will compensate for the losses that SHS VIVEON AG has incurred and will create the balance sheet preconditions needed for the recapitalization of the company. At present the Board of Directors is reviewing options to recapitalize the company with fresh capital depending on the circumstances on the market. The company is confident that it will be able to initiate and execute the corresponding activities promptly.--------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: SHS VIVEON AG is a pan-European business and IT consulting firm for customer management solutions, with a range of products specializing in customer risk management. SHS VIVEON AG, based in Martinsried (by Munich), is listed in Frankfurt Stock Exchange’s Prime Standard and has a presence in four European countries with four subsidiaries and eight locations: SHS VIVEON GmbH (D), SHS VIVEON Schweiz AG (CH), SHS Polar Sistemas Informáticos S.L. (E) and SHS VIVEON Iberia S.L. (E). SHS VIVEON is one of Europe’s leading providers for customer management with around 500 employees and in excess of 150 customers in 15 countries, of which 30% are included in Fortune 500 International. SHS VIVEON’s customers include well-known companies from the financial services, industrial and retail and telecommunications segments, including BayWa, BMW Financial Services, Credit Suisse, Daimler, Deutsche Telekom, Ingram Micro, RaabKarcher, Telefonica o2, Orange and SüdLeasing. Further information on the company can be found at: www.The-Customer-Management-Company.com SHS VIVEON AG Wolfgang Brand Tel.: +49 (0)89 - 747257-0 Email: Investor.Relations@SHS-VIVEON.com cometis AG Ulrich Wiehle Tel.: +49 (0)611 - 205855-11 Email: wiehle@cometis.de 19.12.2008 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: SHS VIVEON AG Fraunhoferstraße 12 82152 Martinsried bei München Deutschland Phone: +49 (0)89 747-257-0 Fax: +49 (0)89 747-257-10 E-mail: investor.relations@shs-viveon.com Internet: www.shs-viveon.com ISIN: DE0005072409 WKN: 507240 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Hannover, München, Hamburg, Düsseldorf, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------