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Press Release -- January 20th, 2012
Source: Adva Optical Networking

ADVA Optical Networking Plans to Convert into a European Company (SE)

Conversion Reflects ADVA Optical Networking’s International Orientation and will Enhance the Flexibility of the Company’s Organizational Structure

January 20, 2012

The Management Board and the Supervisory Board of ADVA AG Optical Networking resolved today to propose to the upcoming Annual General Meeting on May 24, 2012 on converting the Company into an SE (Societas Europaea, a public limited-liability company under European law) named ADVA Optical Networking SE. Shareholders of ADVA AG Optical Networking will automatically become shareholders of ADVA Optical Networking SE. There will be no relevant changes to shareholders’ rights, and there are no changes to the manner or content of financial reporting as a result of the conversion to an SE legal entity.

ADVA Optical Networking is a German-based global provider of intelligent telecommu-nications infrastructure solutions. The Management Board considers an SE legal entity to be a modern legal form for a global corporation with headquarters in Europe. The planned conversion is a natural step in respect of the Company’s global sales, development and operations activities. More than 60% of ADVA Optical Networking’s employees work abroad and around 75% of the Company’s revenues are generated outside Germany.

The conversion will enhance the flexibility of ADVA Optical Networking’s organizational structure. In particular, having converted into an SE will allow ADVA Optical Networking to use the same legal form for the incorporation of subsidiaries when expanding business within the European Union. Further, as an SE legal entity, ADVA Optical Networking will be able to opt for a more efficient single tier Board structure, although the Company does not plan to do this immediately following its conversion. The Company’s registered offices and headquarters will remain in Germany for the foreseeable future.

In the invitation to the upcoming Annual General Meeting to be published in April, ADVA Optical Networking will provide its shareholders with more detailed information on the conversion of the Company’s legal form.

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