EQS-News

ADVA Optical Networking SE: Extraordinary general meeting approves domination and profit and loss transfer agreement and elects supervisory board members

EQS-News: ADVA Optical Networking SE / Key word(s): AGM/EGM ADVA Optical Networking SE: Extraordinary general meeting approves domination and profit and loss transfer agreement and elects supervisory board members 01.12.2022 / 15:52 CET/CEST The issuer is solely responsible for the content of this announcement. Extraordinary general meeting approves domination and profit and loss transfer agreement and elects supervisory board members

• Domination and profit and loss transfer agreement approved with over 98% of votes cast
• Frank Fischer and Eduard Scheiterer elected to the supervisory board by the annual general meeting

Munich, Germany. December 1, 2022. ADVA Optical Networking SE ("ADVA") (FSE: ADV) announced today that at yesterday's extraordinary shareholders' meeting of ADVA the conclusion of the domination and profit and loss transfer agreement ("Agreement") between Adtran Holdings, Inc ("Adtran Holdings") as the controlling company and ADVA as the controlled company was approved with a majority of 98.04% of all voting rights cast.

The agreement provides for an annual compensation payment pursuant to Section 304 of the German Stock Corporation Act (AktG) for all outside shareholders of ADVA in the amount of EUR 0.59 gross per share and full fiscal year of ADVA (at current taxation, this corresponds to EUR 0.52 net). Alternatively, all outside shareholders have the option to transfer their ADVA shares to Adtran Holdings in exchange for cash compensation in the amount of EUR 17.21 pursuant to Section 305 AktG.

The conclusion of the agreement is an important step to deepen the cooperation between ADVA and Adtran Holdings, which started with the conclusion of the Business Combination Agreement on August 30, 2021. The agreement still requires entry in the commercial register of ADVA's registered office to become effective. However, the agreement will become effective at the earliest at the beginning of ADVA's financial year beginning on January 1, 2023.