Takeover-related Disclosures

The disclosures required pursuant to Section 315 (4) of the German Commercial Code (HGB) are presented below:

As of 31 December 2008, the company’s subscribed capital amounted to a total of 21,200,000 euros. It is divided into 21,200,000 no-par bearer shares. The amount of the equity capital that is allocated to each share is 1.00 euro. All company shares are issued as ordinary no-par bearer shares.

There are no different types of shares.

The Executive Board is not aware of any restrictions relating to voting rights or the transfer of shares.

The company is aware of the following direct or indirect capital interests exceeding ten per cent of the voting rights as of 31 December 2008:
Karin Schick, Gaildorf, Germany: 32.03 per cent
BWK GmbH Unternehmensbeteiligungsgesellschaft, Stuttgart, Germany: 18.47 per cent

There are no holders of shares with special rights granting powers of control.

The company does not control voting rights of employees who hold interests in the company’s capital.

The appointment and dismissal of members of the Executive Board is governed by Section 84 ff of the German Stock Corporation Act (AktG). In the reporting period, the company’s Supervisory Board made use of the possibility outlined in Section 84 (2), according to which a Chairman of the Executive Board can be appointed in case the Executive Board consists of several members, appointing Ralf Klenk as Chairman of the Executive Board. Upon Ralf Klenk’s withdrawal from the Executive Board, Dr. Thomas Olemotz was appointed Spokesman of the Executive Board as of 1 January 2009. Section 5.1.2 of the German Corporate Governance Code outlines further principles concerning the appointment of the Executive Board. According to these principles, the Supervisory Board is to implement a long-term succession plan in collaboration with the Executive Board. In general, the maximum appointment term of five years should not be applied to initial appointments. In the case of contracts whose residual term is more than one year, re-appointment with simultaneous cancellation of the current appointment should only take place in the event of special circumstances. An age limit is to be set for members of the Executive Board. The Rules of Procedure of the Executive Board of Bechtle AG provide for an age limit of 65. The articles of incorporation do not contain any further provisions concerning the appointment or dismissal of Executive Board members.

The conditions for amendments to the articles of incorporation are mainly outlined in Sections 179 to 181 of the German Stock Corporation Act (AktG). Amendments to the articles of incorporation are subject to a resolution of the Annual General Meeting with a majority of at least three fourths of the equity capital represented during the adoption of the resolution and entry of the amendment to the articles of incorporation in the Commercial Register. The articles of incorporation may determine a capital majority that is different from that specified in the legal provision, but only a greater majority for amendments to the purpose of the company, and impose additional requirements. The articles of incorporation of Bechtle AG do not contain any such provision. The Annual General Meeting may confer the authority to make amendments that merely concern the wording on the Supervisory Board. At the company, this has been done by means of Section 10.4 of the articles of incorporation. Amendments to the articles of incorporation only become effective upon entry in the Commercial Register at the domicile of Bechtle AG.

Pursuant to Section 202 ff of the German Stock Corporation Act (AktG), the Executive Board is authorised, subject to the approval of the Supervisory Board, to increase the company’s equity capital by up to 10,600,000 euros by issuing up to 10,600,000 no-par bearer shares on one or several occasions against cash contributions and/or contributions in kind until 10 June 2009 (authorised capital).

Subject to the approval of the Supervisory Board, the Executive Board decides on the exclusion of the subscription right and on details concerning the issue of the new shares. The subscription right may be excluded

  • to exclude fractional amounts from the shareholders’ subscription rights;
  • to grant shares against contributions in kind, especially within the scope of company mergers or within the scope of acquisition of companies, parts of companies, or interests;
  • in the event of capital increases against cash contributions amounting to a total of up to ten per cent of the equity capital, provided the issue value is not considerably lower than the listed price;
  • in the event of a capital increase for the purpose of issuing employee shares, provided the total proportion of the equity capital allocated to the new shares for which the subscription right is excluded does not exceed ten per cent of the equity capital at the time of the issue.

The purchase of treasury shares is only possible according to the provisions of Section 71 (1) of the German Stock Corporation Act (AktG) in the event of one of the exceptional situations specified therein. Based on the resolution of the Annual General Meeting of 17 June 2008, the company is authorised to purchase treasury shares pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG). The authorisation came into force on 17 June 2008 and is valid until 16 November 2009. Treasury shares must be purchased via the stock exchange or within the framework of a public bid by the company. The price the company pays per share may not exceed or be lower than the average closing price for the company’s shares on the Xetra platform during the last five trading days prior to the purchase of treasury shares or, in the case of a public purchase bid, prior to the date of publication of the public purchase bid, by more than ten per cent (with-out ancillary acquisition costs). The scope of the authorisation is limited to up to ten per cent of the equity capital. Redemption is only permitted for the purposes specified in the resolution. In the reporting period, the company made use of this authorisation (see chapter “Share”).

By resolution of the Annual General Meeting of 1 June 2001, the equity capital was increased conditionally by a nominal amount of up to 2 million euros by means of the issue of up to 2 million new shares with profit entitlement from the beginning of the fiscal year. The contingent capital is used exclusively for pre-emptive rights that are granted under the share option programme 2001/2008 according to the resolution of the Annual General Meeting of 1 June 2001 and is only applied to the extent that pre-emptive rights are issued under the share option programme 2001/2008 and the holders exercise their pre-emptive rights (contingent capital 2001). Such pre-emptive rights or share options existed neither in the reporting year 2008 nor in the fiscal year 2007 and will not be issued in the future. Therefore, the company plans to cancel the contingent capital in 2009.

The company has no other significant agreements that would apply in the event of a change of control due to a takeover bid.

The Supervisory Board did not conclude any agreements between the company and members of the Executive Board for the case of a change of control due to a takeover bid.