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 2022, 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. We understand that AlternInvest GmbH in Vienna, Austria and Universal-Investment-Gesellschaft mit beschränkter Haftung in Frankfurt am Main each hold shares of 10.2% in the share capital and thus exceed the 10% threshold. Effective 31 December 2022, all funds managed by LOYS Investment S.A. were transferred to Hauck & Aufhaeuser Fund Services S.A. Accordingly, with a share of 10.17%, the latter temporarily exceeded the reporting threshold. On 9 January 2023, Hauck & Aufhaeuser Fund Services S.A. lowered its share again to 9.69%, stating this in the notification required to be submitted in accordance with section 43 of the German Securities Trading Act for the period during which the 10% threshold was exceeded. 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 2022, the shares held by the members of the Management Board and the Supervisory Board of Koenig & Bauer AG equalled 0.16% of its share capital. The members of the Management Board held 0.12% (Dr Andreas Pleßke 0.03%, Dr Stephen Kimmich 0.06% and Michael Ulverich 0.03%) and the members of the Supervisory Board 0.04%.
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 has decided that its female representation quota for the Management Board is to remain at 0% until 2025. It has considered closely the planned female representation target on the Management Board to be implemented by 2025 and ultimately set it at 0%. This decision must be seen solely in the light of the service contracts of the members of the Management Board, which continue until 2025 or 2026 and must therefore be respected by the Supervisory Board. Setting a target of more than 0% would have implied that the Supervisory Board was not willing to act in accordance with these service contracts or its own decisions. This is why no woman is currently a member of the Management Board.
The next time a new member is to be appointed to the Management Board, the female representation quota will of course be duly taken into account in accordance with the requirements of the Second Executive Positions Act (FüPOG II). 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.
The Supervisory Board has anchored the promotion of women in the Management Board’s personnel objectives (“Level Playing Field”). The Supervisory Board and the Management Board want to not only increase the number of women in management positions but also generally raise the number of female employees in the Company and across the Koenig & Bauer Group. Thus, the previous female representation target of 17% at the first level below the Management Board of 7% for the second level below the Management Board has been clearly exceeded (see below for more information). The new targets have been set at 30% for the first level and at 11% for the second level below the Management Board.
On 31 December 2022, the Company had authorised capital of €8,580,000, equivalent to 3,300,000 shares, which may be utilised on or before 23 May 2026. 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 2022.
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 change-of-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.
Corporate governance statement in accordance with sections 289f and 315d of the German Commercial Code
The corporate governance statement in accordance with sections 289f and 315d of the German Commercial Code is published on the Company’s website at https://investors.koenig-bauer.com/en/corporate-governance/corporate-governance-statement/ together with the corresponding statements for previous years.