Consolidated Annual Report 2012 and Single-Entity ... - PVA TePla AG

48 PVA TePla AG Annual Report 2012
Restrictions of Voting Rights or the Transfer of Shares
There are no restrictions of voting rights or on the sale /
transferability of shares.
Shareholdings that exceed 10% of voting right
According to disclosures filed with the Company, PA Beteiligungsgesellschaft
mbH, Wettenberg held a 25.8% share
of voting rights as of December 31, 2012, above the 10%
threshold.
Shares with Special Rights that Impart the Right of Control
There were and are no shares with special rights that impart
the right of control.
Control of Voting Rights by Employees
holding Shares in the Company
There is no control of voting rights by employees holding
shares in the Company.
Appointment and Revocation of
Management Board Members
The appointment of PVA TePla AG Management Board
members is done in accordance with Section 84 of the
German Stock Corporation Act (AktG) and Section 6, Articles
2 and 3 of the PVA TePla AG Articles of Incorporation.
The following is specified:
» Article 2: The appointment of members of the
Management Board, the revocation of their appointment
as well as the concluding, the amendment and the
termination of contracts of employment with members
of the Management Board are affected by the
Supervisory Board. The same applies to the appointment
of a member of the Management Board as chairman or
as spokesman of the Management Board.
» Article 3: The appointment of a member of the
Management Board ends in every case with the
completion of his / her 65th year.
Authority of the Management Board
to issue or repurchase shares
As of December 31, 2012, the Management Board was
authorized per Annual General Meeting resolution to issue
new shares from authorized capital in the amount of EUR
10,874,994.00 through June 30, 2017. The Management
Board has no authorization to buy back shares of the Company.
Company Agreements Contingent upon a Change
of Control as the Result of a Take Over Offer
The current master agreements with the banks are based
on a largely unchanged shareholder structure and, in case
of a change in control, calls for renegotiation or, in one
case, specifies that the bank has a right to cancellation. The
provisions for a publicly funded research and development
project also include a special right to cancellation in case
of a change in control. There are no other agreements that
are contingent upon a change of control as the result of a
take over offer.
Compensation Agreements between the Company
and Management Board Members or Employees
in case of a Take Over Offer
No compensation agreements are in place for Management
Board members or for employees in case of a take
over offer.
18. COMPANY MANAGEMENT
DECLARATION AND THE
CORPORATE GOVERNANCE REPORT
The Company Management Declaration pursuant to Section
289a of the German Commercial Code (HGB) and the
remuneration report are permanently available as part of
the Corporate Governance Report on the website of PVA
TePla AG in the section “Investor Relations – Corporate
Governance” or directly under the following link: www.pvatepla.com/pva-tepla-service/investor-relations/corporategovernance.
The remuneration report describes the basics
of the remuneration system pursuant to Section 289 no. 5
HGB and also forms an integral part of the 2012 consolidated
financial statements of PVA TePla AG.
19. DEPENDENCY REPORT
In 2012, PA Beteiligungsgesellschaft mbH held the majority
of votes at the Annual General Meeting of PVA TePla AG.
The Management Board of PVA TePla AG therefore prepared
a dependency report for the 2012 fiscal year pursuant
to Section 312 of the AktG.