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Investor Relations
Spin-off Nagarro SE

“The Nagarro group has outgrown Allgeier in recent years through its sustained organic growth and various acquisitions as an independent global tech services player. For Nagarro, it is important to be able to gain more attention and visibility with an independent listing and branding in the market, which we believe will also enable more attractive capital market valuations. With its own equity story, Nagarro will be positioned directly in the peer group of global software development and digital transformation companies.”

(Carl Georg Dürschmidt, CEO Allgeier SE)

Milestones Listing

Listing Milestones
(Click on graphic to enlarge.)

Important information and documents

Joint Spin-off Report of Allgeier SE and Nagarro SE
Spin-off presentation
Important information on the spin-off can be found in the spin-off presentation.
Annual General Meeting of Allgeier SE / September 24, 2020

Information on and all documents for the Annual General Meeting of Allgeier SE on September 24, 2020 can be found under the following link:

Allgeier SE Annual General Meeting 

Allgeier SE Capital Markets Day for the Nagarro SE Spin-off / September 28, 2020
On September 28, 2020, the Allgeier SE Capital Markets Day (CMD) for the Nagarro SE Spin-off will be held.

The Capital Markets Day will cover both entities and outline each entity’s individual strategies and prospects.

Considering the current environment and travel restrictions, we have decided to host the Capital Markets Day as a virtual video conference.

Date: Monday, September 28, 2020

Tentative time frame: 9.00am – 2.30pm (CEST) | 8.00am – 1.30pm (BST)

Content:

Introduction by Members of the Allgeier SE Management Board

Nagarro’s Management Board will present a deep dive into the business model, market developments, overall strategy and value creation drivers

Allgeier’s Management Board will provide insights on strategy and business prospects for Allgeier going forward

Registration, Participation and Replay of the event:

To participate at the virtual Capital Markets Day or watch the replay of the event, please use the following link to register to the event: Register here. After your registration, you can also access the Replay of the Capital Markets Day.

The registration requires a user self-defined password.
Afterwards, you will receive an email with the final steps in completing the registration.
The registration must be fully completed before you can participate in the webcast.

Documents on the Capital Markets Day:

Agenda

Nagarro Capital Markets Day Presentation

Allgeier Capital Markets Day Presentation

Webcast of the Capital Markets Day (Re-live of the event):

Nagarro (Part 1)

Nagarro (Part 2)

Allgeier

Nagarro SE Prospectus
Here you will find information on the Nagarro SE Prospectus as soon as it is available.
Which investment banks accompany the Spin-off
COMMERZBANK and Jefferies take on the role of “Financial Advisors and Listing Agents”. We are convinced that we have thus found strong and efficient partners who can support and address a broad spectrum of investors – both in terms of their regional distribution as well as the types of investors.

FAQ

Technical information of Allgeier SE for their shareholders on the implementation of the planned Spin-off of Nagarro SE

A proposal will be made to the Annual General Meeting of Allgeier SE on September 24, 2020 under agenda item 8 (Resolution on the Spin-off) to resolve on the Spin-off of Nagarro SE.

The following documents are published on the website of Allgeier SE Annual General Meeting:

Documents Allgeier SE Annual General Meeting (in German)

 

Einladung zur Hauptversammlung 2020

Aktuelle Satzung der Allgeier SE

Datenschutzhinweise

Erläuterung zu Aktionärsrechten

Geänderter Vorschlag des Vorstands zur Verwendung des Bilanzgewinns

Notariell beurkundeter Abspaltungs- und Übernahmevertrag zwischen der Allgeier SE und der Nagarro SE vom 14. August 2020

Gemeinsamer Spaltungsbericht der Vorstände der Allgeier SE und der Nagarro SE vom 14. August 2020 inkl. Anlage

Prüfungsbericht der Warth & Klein Grant Thornton AG Wirtschaftsprüfungsgesellschaft vom 17. August 2020

Geschäftsbericht 2019 der Allgeier SE mit Bericht des Aufsichtsrats und erläuterndem Bericht zu den Angaben nach §§ 289a Abs. 1, 315a Abs. 1 HGB

Geschäftsbericht 2018 der Allgeier SE mit Bericht des Aufsichtsrats und erläuterndem Bericht zu den Angaben nach §§ 289a Abs. 1, 315a Abs. 1 HGB

Geschäftsbericht 2017 der Allgeier SE mit Bericht des Aufsichtsrats und erläuterndem Bericht zu den Angaben nach §§ 289a Abs. 1, 315a Abs. 1 HGB

Halbjahresfinanzbericht der Allgeier SE zum 30. Juni 2020

Einzelabschluss und Lagebericht der Allgeier SE für das Geschäftsjahr 2019

Einzelabschluss und Lagebericht der Allgeier SE für das Geschäftsjahr 2018

Einzelabschluss und Lagebericht der Allgeier SE für das Geschäftsjahr 2017

Eröffnungsbilanz der Nagarro SE (vormals Blitz 20-361 SE) vom 29. Januar 2020

Zwischenbilanz der Nagarro SE gemäß § 63 Abs. 1 Nr. 3 UmwG zum 30. Juni 2020

Ermächtigungsbeschluss der Hauptversammlung der Allgeier SE vom 17. Juni 2010 zur Gewährung von Aktienoptionen

Ermächtigungsbeschluss der Hauptversammlung der Allgeier SE vom 17. Juni 2014 zur Gewährung von Aktienoptionen

Abstimmungsergebnisse

The following information does not replace these documents. Rather, it answers possible additional questions from our shareholders in connection with the technical implementation of the Spin-off.

I. How will the Spin-off be implemented? What must I do?

What does Spin-off mean?
On November 5, 2019, the Executive Board of Allgeier SE, with the approval of the Supervisory Board, decided to legally separate the technology and software development business of Allgeier Group and, for this purpose, to execute a Spin-off to an independent listed company, Nagarro SE, in accordance with the German Transformation Act. Upon effectiveness of the Spin-off, the shareholders of Allgeier SE will hold 100% of the share capital of Nagarro SE. Allgeier SE does not intend to remain a shareholder in the future listed Nagarro SE.
The term Spin-off is the English translation of the German legal term “Abspaltung” for separations under the German Transformation Act.
What do I need to do to receive the new Nagarro shares?
After the General Meeting of Allgeier SE approved the Spin-off and Transfer Agreement, you do not need to do anything. Once the Spin-off has been entered in the commercial register, your custodian bank will transfer the Nagarro shares into the custody account in which your Allgeier shares are held.
Do I have a way to object to the allotment of Nagarro shares?
After the General Meeting of Allgeier SE approved the Spin-off and Transfer Agreement, you cannot object to the allotment, as this is a legal consequence of the Spin-off becoming effective. The allotment is made automatically after the Spin-off becomes effective. You are free to sell the Nagarro shares.
How many Nagarro shares will I receive?
Upon the Spin-off becoming effective, Allgeier shareholders will receive for each no-par value share (registered share) of Allgeier SE one no-par value share (registered share) of Nagarro SE.
What is the applicable legal record date to determine how many Nagarro SE shares are allocated to an Allgeier shareholder?
The determination of who is Allgeier shareholder for the purposes of the allotment will be made on the allotment date (the day on which the Spin-off becomes effective by the entry in the commercial register of Allgeier SE) in the evening, based on the respective securities account holdings in Allgeier shares. Stock exchange transactions which are still open will also be included. Details of the settlement will be announced separately to the shareholders of Allgeier SE immediately after the Spin-off is entered in the commercial registers of Nagarro SE and Allgeier SE (“Zuteilungsbekanntmachung” / “Notification of Allotment”). The Notification of Allotment will be published by Allgeier SE in the German Federal Gazette (“Bundesanzeiger”).
Why has the allotment ratio been set at 1:1?
The allotment ratio was mainly determined by the future share capital of Nagarro SE and its number of shares. In the opinion of the boards of the legal entities involved, the amount of the future share capital is in an appropriate relation to the equity and the expected market capitalization of Nagarro SE and adequately reflects the relative sizes of the transferring and the receiving legal entity. In determining the share capital and the number of shares, it was also considered that the future share price of Nagarro SE should be within a range that is attractive from today’s perspective for private as well as institutional investors. An explanation and justification of the allotment ratio is contained in Chapter C. V. of the Joint Spin-off Report.
Do the Allgeier shares have to be kept in a specific securities account to receive the allocated Nagarro shares?
No. You will receive Nagarro shares for all your Allgeier shares in a ratio of 1:1 based on the respective deposits on the evening of the date when the Spin-off becomes effective irrespective of the bank where the respective securities account is maintained. In case of securities accounts outside Germany, booking may eventually take longer, depending on the custodian bank.
What effects will the Spin-off have on the Allgeier share price?
Technically, the price of Allgeier shares will be quoted “ex spin-off” from the first trading day after the Spin-off becomes effective. Similar to dividends, Allgeier shares will then be traded without the value of Nagarro shares.
The extent of this effect or the price from parallel trading of the Nagarro share cannot be predicted sufficiently at present.
Are there any costs for me?
The share allotment is generally free of commission and expenses for Allgeier shareholders who hold their shares in securities accounts in Germany. Allgeier SE remunerates the services provided by the custodian banks of the custodian banks located in Germany with a payment of EUR 2.50 per custodian account. Allgeier SE also does not charge any fees to its shareholders. However, it cannot be excluded that the respective custodian bank may charge the respective Allgeier shareholder additional costs. Commissions and expenses may be incurred for securities accounts outside Germany. Please ask your custodian bank for more information.
Does the Spin-off have tax implications for my Allgeier shares?
If a shareholder is resident in Germany, the Allgeier shares are held as private assets and the shareholder has at no time within the last five years held a stake of at least 1% in Allgeier SE (section 17 EStG), the Spin-off should – with the exception of the sale of fractional rights – be tax neutral. In other words, there would be no taxable capital gains in this respect, provided that the laws of the Federal Republic of Germany with respect to the taxation of the gain from the sale of Nagarro shares will not be amended respectively. Consequently, no capital gains tax would have to be withheld and paid in this respect. Please understand that we are not allowed to provide individual information on the tax consequences of the Spin-off for shareholders. However, a general explanation of the tax consequences of the Spin-off for shareholders can be found in Chapter D. II. 2.b) of the Joint Spin-off Report.
Which financial institution was commissioned to handle the allotment?
Allgeier SE will appoint COMMERZBANK Aktiengesellschaft, Frankfurt am Main, as central settlement agent to handle the allotment. In addition, the respective custodian bank is obliged to implement the allotment for their respective custodian account holders.

II. What do I need to know about Nagarro stock?

How is the Nagarro share valued or how is the price determined?
No separate valuation of Nagarro SE is made in the context of the Spin-off.
The price of Nagarro shares will be determined from the first day of trading in ordinary stock exchange trading and will depend on the supply and demand for Nagarro shares. In the Xetra trading system of the Frankfurt Stock Exchange, the first price fixing of a trading day is usually made in an opening auction.
On which stock exchange and in which market segment are Nagarro shares traded?
All shares in Nagarro SE are to be admitted and traded immediately after the Spin-off takes effect on the Regulated Market of the Frankfurt Stock Exchange and additionally in the sub-segment of the Regulated Market with additional admission requirements (Prime Standard) of the Frankfurt Stock Exchange.
How will Nagarro shares be treated for tax purposes?
Shareholders of Nagarro SE are subject to taxation with their income from future profit distributions under general rules.