Change of legal form for Biotest AG
Biotest AG now operates under the name Biotest GmbH & Co. KGaA
At the extraordinary general meeting on 17 December 2025, Biotest AG resolved to change its legal form. The resolution regarding the change of legal form of Biotest Aktiengesellschaft to that of a partnership limited by shares (Kommanditgesellschaft auf Aktien), with the accession of Biotest Management GmbH, was passed by the extraordinary general meeting by a clear majority.
The change of legal form came into effect upon entry in the Commercial Register on 15 April 2026. Upon entry in the Commercial Register, the company will operate under the name Biotest GmbH & Co. KGaA. The economic and legal identity of the company remains unchanged and has no impact on its operational business or existing contracts.
Operational management will be assumed by the general partner (Komplementärin), Biotest Management GmbH. The managing director is Prof. Dr Jörg Schüttrumpf.
1. Why was the legal form changed? What is the advantage of a KGaA?
We have reviewed this change because the majority shareholder of Biotest AG, Grifols, initiated it in a permissible manner via a request to convene an extraordinary general meeting. A limited partnership with a share capital (KGaA) more accurately reflects our current ownership structure.
2. What exactly is a KGaA and how does it differ from other legal forms such as a GmbH or an AG?
A partnership limited by shares (KGaA) is a hybrid form combining a limited partnership (KG) and a public limited company (AG). As with a limited partnership (KG), there is at least one general partner (Komplementär) who bears unlimited liability for the company and manages its affairs. The remaining shareholders participate as limited shareholders and are liable only to the extent of their capital contribution. These limited shareholders have – like the shareholders in an public limited company (AG) – voting rights at the general meeting. Unlike in an public limited company (AG), management is not the responsibility of the executive board, but lies with the general partner (in this case, a GmbH (Limited liability company)).
3. What is Biotest Management GmbH?
Biotest Management GmbH, based in Frankfurt am Main, is the general partner (Komplementär) of Biotest GmbH & Co. KGaA. The managing director of Biotest Management GmbH will assume the management and representation of Biotest GmbH & Co. KGaA. Prof. Dr Jörg Schüttrumpf has been appointed as managing director. Grifols S.A., Barcelona, Spain, as the parent company of the Grifols Group, indirectly holds 100% of the shares and voting rights in Biotest Management GmbH.
4. Has the strategic direction changed following the change of legal form?
No. The strategic direction, including the turnaround and the return to profitability, will remain unchanged. The change of legal form affects only the legal structure of the company.
5. What will happen to my Biotest shares when Biotest AG changes its name to Biotest GmbH & Co. KGaA?
Shareholders who are shareholders of Biotest AG at the time the change of legal form is entered in the Commercial Register will become limited partners of Biotest GmbH & Co. KGaA. They will hold a stake in the share capital of Biotest GmbH & Co. KGaA to the same extent and with the same number of no-par value shares as they held in the share capital of Biotest AG prior to the change of legal form taking effect. In this context, the currently existing bearer shares of Biotest Aktiengesellschaft will be converted on a 1:1 basis into registered shares of Biotest GmbH & Co. KGaA. Furthermore, the number, type and scope of the 19,785,726 ordinary shares (in words: nineteen million seven hundred and eighty-five thousand seven hundred and twenty-six) and 19,785,726 non-voting preference shares (in words: nineteen million seven hundred and eighty-five thousand seven hundred and twenty-six) remain unchanged.
6. Will this result in any changes to the voting or preferential rights of shareholders?
No. The voting and preferential rights attached to the shares will remain unchanged. At Biotest GmbH & Co. KGaA, rights as a limited partner (registered shareholders of ordinary shares and preference shares) are exercised at the Annual General Meeting.