The Platform Group about to change its legal form and management structure

The Platform Group about to change its legal form and management structure

Düsseldorf, 30 May 2025. The Management Board and the Supervisory Board of The Platform Group AG (ISIN DE000A2QEFA1, “TPG”), a leading software company for platform solutions, resolved to prepare the transformation of the Company into a partnership limited by shares (SE & Co. KGaA). The change of legal form serves to secure the Company’s long-term orientation, its stronger international focus in the future, ability to act and make decisions quickly and its long-term orientation as a company with a stable ownership structure.

Dr. Dominik Benner, CEO of The Platform Group AG: “With the planned transformation into the legal form of an SE & Co. KGaA, we are securing the long-term orientation of TPG, fast decision-making processes and ensuring a stable ownership structure in the future. Many other companies such as Fresenius Medical Care , Ströer or Bertelsmann have successfully implemented this step. At the same time, we will position ourselves more internationally in the future in order to realize TPG’s growth potential in other countries as well. In our view, TPG’s development into an international company with significant sales and earnings power is only just beginning, and the company will be significantly larger and more globally positioned in a few years’ time. Benner Holding will actively support TPG as the majority and anchor shareholder, and at the same time we have created the option to increase the free float in the future. This is an important step in view of the fact that larger acquisitions will also be considered in the future and shares will play an important role in this.”

The legal form of a KGaA enables TPG to realize the advantages of a uniform share structure without losing the influence of the main shareholder, Benner Holding GmbH, which currently holds around 69.7% of the shares entitled to voting in The Platform Group AG. The general partner of the KGaA is to be a European company – The Platform Group SE – in which Benner Holding GmbH will hold a majority stake. The Management Board of the general partner will be identical to the Management Board of The Platform Group SE and will take over the management of The Platform Group SE & Co. KGaA.

Benner Holding GmbH has informed the Company that it supports the proposal and will continue to hold a majority stake in the Company in the long term. In Benner Holding, The Platform Group has a reliable shareholder with a long-term interest in the company, which contributes to the stabilization of its shareholder base and at the same time formed the basis for leading the company, which was founded in 1882, into a successful future.

The proposed change of legal form does not affect the legal and economic identity of the Company. The Company’s share capital will remain unchanged, as will the number of no-par value shares issued. The shareholders will hold the same number of no-par value shares in the KGaA as before the change of legal form. The shares of the future The Platform Group SE & Co. KGaA will continue to be included in stock exchange trading as before and are to be converted into registered shares. A detailed description of the legal and economic consequences of the change of legal form and the future participation of shareholders can be found in the conversion report prepared by the Board of Directors, which will be made available to shareholders once the Annual General Meeting is convened. The change of legal form of The Platform Group AG to a KGaA does not result in the dissolution of the Company or the formation of a new legal entity. The legal and economic identity of the Company will remain unchanged. Furthermore, the conversion will not have any adverse tax consequences for The Platform Group. A vote on the change of legal form is scheduled to take place at the Annual General Meeting in August.

In order to anchor the planned change in legal form in the organization and align it more closely with the future strategy, it was decided to change the management structure of TPG.

“Our goal is to make TPG even more international, to anchor AI much more firmly in the Company and to achieve a new level of profitability and revenue in the long term. Our current management structure does not appear to be suitable for this, so in future we will distribute the areas of responsibility across three management levels and involve more people in management,” says Stefan Schütze, Chairman of the Supervisory Board of The Platform Group AG.

This includes the Management Board, which in future will be represented by Dr. Dominik Benner as CEO. A level of C-level executives will be defined below the Management Board. This level will include the COO (Operations), CHO (Human Resources), CPO (Platforms) and CFO (Financial), and the position of Chief of Internationalization Strategy (CIS) and Chief of Investor Relations ( CIR ) will also be created. A new position of Chief of AI (CAI) will be appointed by the end of 2025 in order to anchor the topics relating to artificial intelligence (AI) in the company. Due to the intensive investment activities, the position of Chief of Portfolio Management (CPM) will be established. Due to the extensive luxury activities, the position of Chief of Luxury Category (CLC) is established. Marcus Vitt will leave the Management Board of The Platform Group AG by mutual agreement at the end of May 2025 and will act as a consultant to TPG in future. Mr. Bjoern Minnier will take over the role of CFO from June 2025.

In addition to changing the management structure, it was decided to push ahead with internationalization through individual national companies with their own staff. Corresponding start-ups and recruitment will take place by the end of 2025 with the aim of successfully positioning TPG’s existing platform solutions and business models in individual, selected foreign markets. The focus will be on the markets of Southern Europe, the USA, China and India.

In order to take account of the increased structure and future size of TPG, the intention is to elect a new auditor at the Annual General Meeting in August 2025.

The Platform Group AG:

The Platform Group AG is a software company that is active in 26 industries with its own platform solutions. Its customers include both B2B and B2C customers in sectors such as furniture retail, machinery retail, dental technology, car platforms and luxury fashion. The Group has 18 locations across Europe and is headquartered in Düsseldorf. In 2024, sales of EUR 525 million was realized with an operating result (EBITDA adjusted) of EUR 33 million.

Contact:

Investor Relations
Reinhard Hetkamp, CFO and Head of IR
ir@the-platform-group.com
Schloss Elbroich | Am Falder 4 | 40589 Düsseldorf | Germany
corporate.the-platform-group.com