Disclosures pursuant to §§ 120 (3) of the German Stock Corporation Act (AktG) in connection with 289 (4), 315 (4) of the German Commercial Code (HGB)
As at December 31, 2008, the share capital of the company is € 107,861,141 and is divided into 107,861,141 ordinary bearer shares with a nominal value of € 1 per share.
MLP AG was notified of four shareholders which directly or indirectly exceeded 10 % of the voting rights:
|Number of shares*||Shareholding*|
|Dr. h.c. Manfred Lautenschläger 1)||25,205,5341)||23.37 %|
|Angelika Lautenschläger Beteiligungen Verwaltungs GmbH||22,618,932||20.97 %|
|Swiss Life Holding AG 2)||26,212,8902)||24.30 %|
|Swiss Life Beteiligungs GmbH||26,212,890||24.30 %|
|* MLP’s status as at December 31, 2008|
|1) In accordance with § 22 (1) sentence 1 no. 1 of the German Securities Trading Act (WpHG), 22,618,932 voting rights (= 20.97 % of the share capital of MLP AG) held by Angelika Lautenschläger Beteiligungen Verwaltungs GmbH are attributable to Dr. h.c. Manfred Lautenschläger|
|2) In accordance with § 22 (1) sentence 1 no. 1 of the German Securities Trading Act (WpHG), 26,212,890 voting rights (= 24.30 % of the share capital of MLP AG ) held by Swiss Life Beteiligungs GmbH are attributable to Swiss Life Holding AG|
Provisions regarding the Executive Board in the articles of association
The company’s articles of association specify that the Executive Board must consist of at least two people. The members of the Executive Board are appointed for a maximum of five years. A further appointment or extension of the time in office, each for a maximum of five years, is permitted. The Supervisory Board can withdraw the appointment to a member of the board before the time in office expires with good cause. Such cause would be gross breach of duty, inability to manage properly or a vote of no confidence by the Annual General Meeting. The Supervisory Board decides on the number of board members, their appointment and the withdrawal of their appointment as well as the conclusion, alteration and termination of the employment contracts with board members. The Supervisory Board can appoint one Chairman and one or more Vice Chairmen.
In accordance with § 179 (1) of the German Stock Corporation Act (AktG), each amendment to the articles of association requires a resolution by the Annual General Meeting. In deviation from § 179 (2) sentence 1 of the German Stock Corporation Act (AktG), § 17 (4) of the company’s articles of association stipulates that resolutions on amendments to the articles of association by the Annual General Meeting can be passed with a simple majority of the share capital votes entitled to vote on the resolution, unless a greater majority is required according to binding legal requirements.
A resolution passed by the Annual General Meeting on May 31, 2006, authorised the Executive Board, with the Supervisory Board’s approval, to increase the company’s share capital by up to € 21,000,000 in total by May 30, 2011 by issuing on one or more occasions new ordinary bearer shares in exchange for cash or non-cash contributions and, with the Supervisory Board’s approval, to exclude the shareholders’ subscription rights for the issuance of shares in exchange for non-cash contributions. If the share capital is increased in exchange for cash contributions, the shareholders shall be granted a subscription right. However, the Executive Board has been authorised, with the approval of the Supervisory Board, to exclude the subscription right of the shareholders if the issue price does not fall significantly short of the stock market price of company shares with the same structure. However, this authorisation is subject to the condition that shares issued in exclusion of subscription rights in accordance with § 186 (3) sentence 4 of the German Stock Corporation Act (AktG) do not exceed 10 % of the share capital, either at the time of coming into effect or at the time it is implemented (authorised capital).With the Supervisory Board’s consent, the Executive Board of MLP AG decided on a partial utilisation of the authorised capital on August 21, 2008, and issued 9,799,152 new shares, excluding subscription rights, in exchange for cash contributions of € 123,763,290. This has increased the share capital accordingly by € 9,799,152.
Authorisation to purchase own shares
A resolution passed by the Annual General Meeting of May 16, 2008, also authorised the company, as per § 71 (1) no. 8 of the German Stock Corporation Act (AktG), to purchase up to 10 % of the share capital during the authorisation period by November 13, 2009. Until December 31, 2008, no shares had been bought by the company on the basis of this authorisation.
In connection with the acquisition of a majority holding in Feri Finance AG, MLP AG exercised its call option in 2007, which will lead to the acquisition of the remaining shares in 2011. In the event that a third party purchases at least 51 % of the entire share capital of MLP AG by December 31, 2010 and exercises the voting rights from these shares in the Annual General Meeting following the acquisition or in a later Annual General Meeting, the vendors of the options are entitled to a minimum purchase price, if the acquisition of shares results in the business model agreed between MLP and Feri becoming inoperable.
The contracts of employment between the company and the Chairman of the Board, Dr. Uwe Schroeder-Wildberg, and with Executive Board members Gerhard Frieg and Muhyddin Suleiman contain a clause stating that they are entitled to terminate their contracts with a notice period of one month in the event that a third party who had a share in MLP of less than 10 % at the time at which the contracts were concluded purchases a share of at least 50 % of the voting rights. This right to termination is also valid in case of a reorganization of the company in line with the German Reorganization of Companies Act, provided the company is not the incorporating legal entity. Should they exercise this right to termination, MLP is obliged to pay them the fourfold annual fixed remuneration which would have been payable, had the contract not been terminated by them as a result of the change of control and provided that the termination of contract is more than two years before its scheduled termination. The contract of employment of Dr. Schroeder-Wildberg has a term until December 31, 2012, of Mr. Frieg until May 18, 2012, and of Mr. Suleiman until September 3, 2012. In the case of a termination of contract within the two years of the scheduled termination the severance payment shall be paid pro rata temporis.