EGM passes resolutions on recapitalisation, contract extensions for VNG Executive Board members and change in the Supervisory Board


At today’s Extraordinary General Meeting of Leipzig-based VNG AG (VNG), VNG’s shareholders – EnBW Energie Baden-Württemberg AG (74.21%, EnBW), VNG Verwaltungs- und Beteiligungsgesellschaft mbH (21.58%, VUB) and OEW Energie-Beteiligungs mbH (4.21%, OEW) – passed a resolution to increase VNG’s equity by a total of EUR 850 million in a two-stage process. 

The shareholders EnBW and OEW will make their capital contributions in accordance with their ownership shares before the end of 2022. In a second step, VUB has the option, until 31 May 2023, to exercise its subscription right to further VNG shares in connection with the capital injection in whole or in part according to its stake. To this end, it will now initiate a consultation and coordination process with its shareholders. If VUB decides not to exercise its subscription rights in whole or in part, these will be transferred to EnBW and OEW after the deadline. 
In addition to the two settlements for the risks arising from the replacement procurement for the loss of Russian gas supplies with SEFE Securing Energy for Europe GmbH (see press release of 10 October 2022) and the German federal government for the contract with Gazprom Export LLC (see press release of 1 December 2022), the recapitalisation is the third building block to stabilise VNG financially in the long term. It provides VNG with liquidity for its core business and investment power for the Group's ongoing transition to green gases. The capital injection had become necessary because the high costs of procuring replacement supplies on the commercial markets had significantly depleted VNG’s existing equity reserves in recent months.

“The approval of our shareholders at the Extraordinary General Meeting for the proposed recapitalisation measures was important in order to finally stabilise VNG and ensure our future viability. Overall, we now have a stable capital base again and can look to the future with confidence. We would like to thank our shareholders for the trust placed in us and the strengthening of VNG's financial position by means of the capital injection,” said Ulf Heitmüller, CEO of VNG AG.

The recapitalisation allows VNG to completely fulfil its mission to ensure a secure supply and consistently pursue its “VNG 2030+” strategy. The aim is to continue playing a major role in shaping the energy transition and the shift from natural gas to green gases. VNG will continue to expand its biogas business and is working on ramping up a green hydrogen economy. With a view to nurturing the Group’s roots in its home region, VNG is placing a particular focus on the municipalities and federal states of eastern Germany.    

In addition, the Supervisory Board of VNG, which was also meeting today, took the opportunity to extend the appointments of Hans-Joachim Polk and Bodo Rodestock, ahead of the scheduled date, as members of the Executive Board until 2028. The Executive Board of VNG now consists of Ulf Heitmüller (CEO), Hans-Joachim Polk (Head of Infrastructure/Technology) and Bodo Rodestock (Head of Finance/Human Resources). 

Dirk Güsewell, Chairman of the Supervisory Board of VNG and member of the Executive Board of EnBW, welcomes the personnel decision and believes that VNG is well equipped for the future: “This decision reflects the exceptional competence of the VNG Executive Board team, especially in the current crisis situation. It ensures continuity and thus contributes to the stability of the Group. I am convinced that the Executive Board is excellently positioned to drive forward VNG's development in the years to come.”
There was also a change in the Supervisory Board. Former member of the Supervisory Board Fabian Spalthoff has resigned his mandate and is stepping down from the Board. In his place, the General Meeting appointed Peter Heydecker (EnBW) to the Supervisory Board of VNG AG with immediate effect. A Swiss national, he is responsible for the Trading department at EnBW and has held a managerial position in that department since 2017. “We would like to thank Mr. Spalthoff for his constructive and loyal cooperation. At the same time, we look forward to being joined by Mr. Heydecker, a newly elected member of the Supervisory Board who will support VNG in its transformation into a green, digital and gas-based group of companies,” said Heitmüller.


Personal snapshots

Hans-Joachim Polk
Since December 2013, the petroleum and natural gas engineer has been a Member of the Executive Board of VNG, responsible for Infrastructure and Technology. His international expertise ranges from the storage of natural gas to the production and exploration of oil and gas. As a member of the Supervisory Board, he oversees and advises ONTRAS Gastransport GmbH and Erdgasspeicher Peissen GmbH. As a board member, he also supports the activities of Biogasrat+ e.V. and those of the Founders' Committee of TU Bergakademie Freiberg. In the German-Norwegian Chamber of Commerce, he helps promote bilateral cooperation between these countries.

Bodo Rodestock 
As a long-standing employee of VNG, Bodo Rodestock was appointed to the Executive Board of VNG AG in 2013, with responsibility for Finance and Human Resources. Before that, the graduate business economist and banker managed the Finance department for more than 13 years. Since 2020, he has also been responsible for the IT department and has therefore been in charge of digitalisation and transformation within the Group. Bodo Rodestock is a member of numerous supervisory and administrative bodies of the VNG Group and major equity investments. In addition, he is a board member of the Employers’ Association of Energy and Utility Companies (AVEU e.V.) and is also involved in various committees of regional companies, foundations, associations and universities.

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VNG is a group of over 20 companies active in the European energy industry, employing about 1,700 people. As a gas importer and wholesaler as well as an operator of critical gas infrastructure, the Group, which is headquartered in Leipzig, is central to the secure supply of gas in Germany. With the “VNG 2030+” strategy, VNG is also pursuing an ambitious path for a market ramp-up of renewable and decarbonised gases such as biogas and hydrogen, paving the way for a sustainable, secure supply and, in the long term, climate-neutral energy system of the future.

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Hauptsitz der VNG AG in Leipzig

Hauptsitz der VNG AG im Winter (Foto: Eric Kemnitz)

Ulf Heitmüller, Vorstandsvorsitzender der VNG AG

Ulf Heitmüller, Vorstandsvorsitzender der VNG AG. Foto: © T. Pross/Jeibmann Photographik 

Bodo Rodestock, Vorstand Finanzen/Personal bei der VNG AG

Bodo Rodestock, Mitglied des VNG-Vorstands. Foto: T. Pross/Jeibmann Photographik 

Hans-Joachim Polk, Vorstand Infrastruktur/Technik bei der VNG AG

Hans-Joachim Polk, Mitglied des VNG-Vorstands. Foto: © T. Pross/Jeibmann Photographik