Praktiker Bau- und Heimwerkmärkte Holding AG, Kirkel

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sold subject to the exclusion of subscription rights during the term of this authorisation at the
point in time of usage or in accordance with § 186 sec. 3 sent. 4 AktG (German Stock Companies
Act);
- to recall them subject to the reduction in share capital without a further resolution by the annual
general meeting being required for recalling purposes.
This authorisation concerning the usage of the company’s own shares that have been acquired can be
exercised on one or multiple occasions, in full or in part, individually or jointly. As a follow - up to this,
the management board will report on the reasons behind and the purpose of the acquisition of the
company’s own shares, the number of shares acquired and the amount of share capital attributable to
them as well as on the amount paid in return for the shares at the next annual general meeting.
Key agreements subject to a change in control
The syndicated loan agreement of May 7, 2007 is subject to a change in the control procedures applying
in connection with a takeover offer.
The content thereof is as follows:
„Cancellation and prepayment on change of control
If any person or group of persons acting in concert gains control of the Company:
(a) the Company shall promptly upon becoming aware of that event notify the Agent thereof;
(b) a Bank shall not be obliged to participate in an Advance (except for a Rollover Advance);
and
(c) if a Bank so requires and notifies the Agent within 15 days of the Company notifying the
Agent of the event, the Agent shall, by not less than 60 days notice to the Company, cancel
the Commitment (including Ancillary Commitment) of that Bank or Ancillary Bank and declare
the participation of that Bank in all outstanding Advances, together with accrued interest,
and all other amounts accrued under the Finance Documents immediately due and
payable, whereupon the Commitment (including Ancillary Commitment) of that Bank or Ancillary
Bank will be cancelled and all such outstanding amounts will become immediately
due and payable.
For the purpose of this Clause 9.5 control shall have the meaning of „Kontrolle“ within the
meaning of Sec. 29 (2) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz) and acting in concert shall have the meaning of „Verhalten
abstimmen“ within the meaning of Sec. 30 (2) of the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).“