Takeover-relevant disclosures pursuant to section 289a (1) and section 315a (1) of the German Commercial Code
Disclosures in accordance with section 289a (1) No. 1, 2 and 3 and section 315a (1) No. 1, 2 and 3 of the German Commercial Code
On 31 December 2021, the share capital of Koenig & Bauer AG, Würzburg, stood at €42,964,435.80, divided into 16,524,783 bearer shares with a nominal value of €2.60 each. In accordance with article 14.7 of the articles of association, each no-par share conveys one voting right. There are no restrictions on voting rights or the transfer of shares and there are no special rights imparting powers of control. To the best of our knowledge, AlternInvest GmbH in Vienna, Austria and Universal-Investment-Gesellschaft mit beschränkter Haftung in Frankfurt am Main each hold shares of over 10% in the share capital. Other institutional and private investors have stakes of between 3% and 6% in Koenig & Bauer AG accounting for around 20% of the capital.
On 31 December 2021, the shares held by the executive bodies of Koenig & Bauer AG equalled 0.08% of its share capital. The members of the Management Board held 0.05% (Dr Andreas Pleßke 0.03%, Dr Stephen Kimmich 0.02%) and the members of the Supervisory Board 0.03%.
The appointment and dismissal of the members of the Management Board and amendments to the articles of association comply with the statutory regulations (sections 84, 85, 179 of the German Stock Corporation Act, section 31 of the Codetermination Act). Under article 10.2 of the articles of association, the Supervisory Board may pass resolutions to amend the articles of association provided that such amendments concern only the wording. This authorisation particularly applies to the utilisation of authorised capital.
In accordance with the Act on the Equal Participation of Women and Men in Executive Positions in Private and Public Sector, the Management Board and the Supervisory Board have defined targets for gender representation quotas. The Supervisory Board’s gender quota for female representation on the Management Board remains at 0%. The 17% proportion of women at the first management level beneath the Management Board and 7% at the second management level beneath the Management Board is to be retained until at least 31 December 2022 in accordance with a resolution of the Management Board. The Supervisory Board pays attention to diversity in the composition of the Management Board, while the Management Board observes these requirements when filling management positions in the Group. In cases in which female and male candidates have comparable qualifications, the proportion of women is to be increased as far as possible when new appointments are made.
On 31 December 2021, the Company had authorised capital of €8,580,000, equivalent to 3,300,000 shares, which may be utilised on or before 22 May 2022. The authorisation granted at the annual general meeting is documented in Article 5.3 of the articles of incorporation. The Company did not hold any treasury stock on 31 December 2021.
Disclosures in accordance with section 289a (1) No. 8 and 9 and section 315a (1) No. 8 and 9 of the German Commercial Code
Koenig & Bauer AG has entered into the following material agreements or special arrangements governing a change in or acquisition of control in the event of a takeover bid: The syndicated credit facility refinanced in November 2020 with the assistance of KfW and the current syndicate banks contains in the version applicable on the reporting date standard changeof-control clauses and grants the respective contractual partner additional information and termination rights in the event of a change in the control or majority shareholding structure of the Company. In addition, a joint venture agreement includes a change-of-control clause. There are no compensation agreements with the members of the Management Board or employees for this case.