… and with good reason, too. Rooted in Germany and active around the globe, we are very much a European IT company. One thing that sets us apart from virtually everyone else on the market is our community of more than 100 connected yet independent IT system houses, managed services organisations and specialist units, plus 24 e-commerce companies in 14 European countries.
And of course the engine of our success—the people working at Bechtle. They build the “future-first” IT solutions that empower our customers across the private and public sectors. They are the ones who wow our customers again and again, who keep in touch with our partners, and who grease the cogs that drive our highly efficient processes and services. In short, they are the beating heart of our company.
If you have any questions, please do reach out to our team in Investor Relations.
In order to sharpen our profile as a progressive, European IT organisation and better engage international employees in corporate decision making, the Executive and Supervisory Boards have come to the joint decision to transform Bechtle from a German Aktiengesellschaft into a European Company (SE).
A Societas Europaea is a corporate form registered under the shared law of the European Union and the legal embodiment of our European identity. In our context, we don’t primarily see Europe as a political union of the EU’s individual member states, but rather a shared economic geography.
In a nutshell, an SE is a corporate form that is very modern and here-and-now, but also a perfect fit for the size and diversity of our international organisation and the interests of our employees in Europe for years to come.
What is a Societas Europaea (SE)?
A Societas Europaea, or European company, is a corporate form rooted in the EU’s community law and is hence deemed to be a supranational legal entity. As a public company, it can be compared to a German Aktiengesellschaft (AG).
Why is Bechtle AG planning to convert into an SE?
The planned conversion to adopt the legal form of an SE is a reflection of our identity as a European IT organisation that is rooted in Germany and active around the globe. In a nutshell, an SE is a corporate form that is very modern and here-and-now, but also a perfect fit for the size and diversity of our international organisation and the interests of our employees in Europe for years to come. In concrete terms, it gives our employees across Europe an institutionalised way to engage with executive management across hierarchies, national borders and business segments.
Who gets to decide about the conversion?
Initially, Bechtle AG’s Executive and Supervisory Boards come to the joint decision to seek the transformation of the AG into an SE. Due to COVID-19 further resolutions have not yet been implemented. Ultimately the Bechtle AG AGM will have the final say.
What is the conversion process?
Subject to the Supervisory Board’s approval, the Executive Board will draft conversion documentation, in particular the terms of conversion, conversion report, and the statutes of the future SE. The decision on conversion of the corporate form is ultimately taken by the shareholders of Bechtle AG. A decision in favour requires a majority of at least three-quarters of the share capital represented when the vote is taken. The decision will subsequently be entered in the corporate register, and Bechtle will then be registered under the legal form of an SE.
Against the backdrop of the corona pandemic, we were unable to commence essential negotiations on employee participation in the future SE. While employees established a Special Negotiation Body (SNB) in the fall of 2020, which will negotiate the future form of employee participation in the SE, a session scheduled for November 2020 had to be cancelled on account of corona-related travel restrictions and social distancing guidelines. As soon as it is once again safe to hold in-person meetings, the SNB will hold its constitutive session and negotiations will begin. Only then can a shareholders’ decision regarding Bechtle’s conversion into an SE be obtained.
Which other companies have chosen to adopt this legal form?
In recent years, a number of international organisations based in Europe have chosen to become an SE. Among DAX-listed companies, these include Allianz SE, BASF SE, E.ON SE, SAP SE, Fresenius SE, and Vonovia SE.
Are there any financial or fiscal implications of the conversion to an SE?
The conversion of Bechtle AG to an SE has no financial implications. The creation of the annual financial statement, consolidated financial statement and the management report will continue to be subject to the same provisions. It can be expected that the conversion will be tax-neutral under the fiscal law of Germany. Any future dividend payments and trading with Bechtle shares will have the same fiscal implications for shareholders as before the conversion in accordance with Germany’s income tax legislation.
Will the conversion affect the agenda of future AGMs?
The organisation and agenda of the AGM of an SE based in Germany is subject to the same legal provisions as those of an Aktiengesellschaft under German law. There will thus be no changes. However, an SE’s ordinary AGM must be held within the first six months of the fiscal year (previously: within the first eight months). Bechtle SE’s first AGM will hence be held at the latest in the June of each year, in line with the current schedule.
Will the conversion affect shareholder rights, both at the AGM and otherwise?
In principle, the conversion does not impact the shareholders’ rights, and in particular the right to speak and ask questions at the AGM. In fact, the minority right to call an AGM or amend the agenda is subject to less stringent regulations for an SE compared to an AG, as there is no minimum term of three months of share ownership to exercise these rights. However, other thresholds to exercise these rights are identical.
Does the conversion impact the shareholders’ ownership?
On the effective date of the conversion, shareholders of Bechtle AG will instantly become shareholders of Bechtle SE, retaining in full their current ownership and rights. Bechtle shares will continue to be traded on the stock market as before the conversion. The share will be quoted under the new SE designation, and is expected to retain the current ISIN DE 000 5158703.
What will shareholders have to do to receive Bechtle SE shares by way of substituting their current shares in Bechtle AG?
Shareholders do not have to take any steps. All shares are held in a collective safe custody deposit, and the deposits of each owner of non-par value shares in Bechtle AG will be converted to equivalent shares in Bechtle SE upon the effective date of the new corporate form by the respective custodian banks.
How will the conversion into an SE affect the listing of Bechtle shares?
As of the effective date of the conversion, Bechtle AG shareholders instantly become shareholders of Bechtle SE with no further changes, i.e. they retain their current ownership interest and all associated rights. The planned conversion will not impact trade in the Bechtle share on the stock exchange. The share will be quoted under the new Bechtle SE designation, and is expected to retain the current ISIN DE 000 5158703.
Will the conversion affect current orders?
Since the securities identification numbers will remain unchanged, any current orders will be unaffected by the conversion and will be processed as expected.
What costs will Bechtle AG’s shareholders incur through the conversion of their shares into Bechtle SE shares?
We do not expect that our shareholders will incur any costs as a consequence of the conversion of their shares. However, we do advise shareholders that this is non-binding information provided by our bank. For binding information on the issue, please refer to your respective custodian bank.
What tax-related implications will the conversion have for shareholders?
As it does not alter our identity or location of our registered office in Germany, the conversion to an SE is tax-neutral according to Germany’s fiscal law.
In terms of German income taxes, any future dividend payments issued by Bechtle SE and sales of Bechtle shares will have the exact same tax-related implications as dividend payments and sales that took place prior to the conversion, unless applicable law or the actual basis should change in the meantime. The conversion of Bechtle AG to an SE does not incur German capital transaction or VAT taxes or stamp duty.
We do recommend that Bechtle AG’s shareholders consult their tax advisers to make sure any deviating regulations that may apply in their individual cases are fully understood.
Will the Bechtle shares’ securities identification numbers change following the conversion?
No, the Bechtle shares’ securities identification numbers will not change as a consequence of the conversion.
What implications will the planned conversion have on employee relations and existing employment contracts?
The conversion has no effect on employment relationships. There will be no transfer of undertakings nor will there be a need to conclude new employment contracts or convert the ones already in place. All employment relationships and contracts remain untouched in their current form, including all associated rights and obligations.
Will employees be involved in the conversion process?
In the context of the conversion from an AG to an SE, the Executive Board will introduce a process to determine future employee participation in the SE. To this end, a new board will be formed, composed of employees from across all EU countries in which people are employed by Bechtle. This so-called Special Negotiation Body (SNB) will negotiate the form of future employee participation with the Executive Board with the aim of a mutually-agreed Employee Participation Agreement.
How will Bechtle SE’s European employees be involved in the decision-making process.
Participation of European employees in the SE’s Supervisory Board, as well as the establishment of a protocol for bi-directional cross-border communication to both inform and hear European employees will be governed by the Employee Participation Agreement, which will be negotiated as part of the conversion process. Stakeholder parity on the Supervisory Board will remain intact following the conversion to an SE, i.e. equal representation of 50% is given to employee representatives.
How will the conversion affect existing contracts with customers?
The adoption of the legal form of an SE will not affect existing contractual relationships. The content of existing contracts with Bechtle AG will remain unchanged. Upon the effective date of the conversion, merely the name of the contracting party will change from Bechtle AG to Bechtle SE. The change of the legal form also does not constitute a right of termination, unless this has been expressly agreed. Any existing supplier relationships, as well as all other contractual relationships, remain thus unaffected by the planned change of the corporate form.
Does the conversion affect the statutes of Bechtle?
The future statutes of Bechtle SE will be based on the statutes of Bechtle AG. Any amendments that may become necessary will become evident during the conversion process.
Does the conversion affect current contracts?
Bechtle AG’s so-called contractual agreements under the law of obligations, in particular contractual agreements with customers, suppliers, and employees, remain unaffected by the change of our legal form and remain fully intact for Bechtle SE. The same is true for the employment contracts of incumbent members of the Executive Board.
How does the conversion affect the current Supervisory Board?
The future Supervisory Board will be elected on a European scale. At the AGM 2021, the Supervisory Board is expected to be elected for an inaugural term of one year. The composition of the employee representatives’ portion of the board to be proposed to the AGM will be governed by the Employee Participation Agreement. Stakeholder parity on the Supervisory Board will remain intact, i.e. equal representation of 50% is given to employee representatives. The current twin structure of a Supervisory and Executive Board will also remain unaffected.