annual report 2009 - bei der Hamborner REIT AG

to our sHareHolders management report Financial statements supplementary inFormation
Corporate governance
In December 2009, the Managing Board and Supervisory
Board submitted an updated declaration of
compliance and made it publicly accessible on the
Internet at www.hamborner.de in the section Investor
Relations/Corporate Governance. The declaration
of compliance is also published in the present
annual report 2009 with full wording.
Notification regarding the existence of
an investment
According to Art. 11 Para. 4 of the German REIT
Act, no investor may directly hold 10 % or more of
the shares or shares to an extent that he has 10 %
or more of the voting rights. On the balance sheet
date on December 31, 2009 no shareholders were
known to the company whose direct shareholding
exceeded 10 % of the share capital.
There are indirect participations in the capital of the
company which indirectly attain or exceed 10 % of
the voting rights, as follows:
The State of Schleswig Holstein and the Free and
Hanseatic City of Hamburg jointly hold a participation
of 52.71 % (12,003,164 voting rights) in
the voting capital of the company indirectly via
HSH Finanzfonds AöR according to notifications
dated June 30, 2009/July 1, 2009. Of this, all voting
rights of the following subsidiaries are attributable
to them in accordance with Art. 22 Para. 1
Clause 1 No. 1 of the German Securities Trading Act:
J.
J.
J.
HSH Nordbank AG
HSH Real Estate AG
HSH RE 2.-7. Beteiligungs GmbHs
(consisting of six companies)
98 Hamborner reit ag | annual report 2009
The investments were effected on the basis of a
capital increase at HSH Nordbank AG, which was
registered on 25 June 2009 and through which
the registrants have acquired a dominant position
at HSH Nordbank. According to notifications dated
July 20, 2009 in accordance with Art. 27a of the
German Securities Trading Act, the attainment of
the majority shareholding pursues no strategic
objectives with regard to the issuer and was effected
only by allocation of the investment of HSH Nordbank
AG in accordance with Art. 22 Para. 1 Clause 1
No. 1, Para. 3 of the German Securities Trading Act.
HSH RE recently informed us on December 16, 2009
that the voting rights share of HSH RE Beteiligungs
GmbH in HAMBORNER Aktiengesellschaft had fallen
below the threshold of 50 % on December 15, 2009
and amounted to 0 % (0 voting rights) on that day.
The respective voting rights share of the companies
HSH RE 2. Beteiligungs GmbH, HSH RE 3. Beteiligungs
GmbH, HSH RE 4. Beteiligungs GmbH, HSH RE 5.
Beteiligungs GmbH and HSH RE 6. Beteiligungs
GmbH on December 15, 2009 each exceeded the
thresholds of 3 % and 5 % and amounts to 9 %
(2,049,300 voting rights) per company on that day.
On that day 5.32 % of the voting rights (1,211,019
voting rights) is attributable to HSH RE 7. Beteiligungs
GmbH with transgression of the corresponding
thresholds. All the companies are subsidiaries of
HSH Real Estate AG, which thus indirectly holds a
shareholding of 50.32 % of the shares (11,457,519
voting rights).
In addition, we have had notifications in accordance
with Art. 21 Para. 1 of the German Securities
Trading Act since 6 February 2009, according to
which Professor Dr. Theo Siegert of Düsseldorf has
indirectly held 6.15 % (1,400,000 units in absolute
terms) of the voting rights since November 28, 2008
via de Haen Carstanjen & Söhne GmbH, Düsseldorf.
Furthermore, 5.45 % (1,240,000 units in absolute
terms) of the shares in the voting capital of our
company are attributable to him indirectly via
SIEGERT & CIE GmbH, Düsseldorf, as from 18 Decem-
ber 2008. Overall, he therefore indirectly holds a
participation that, at 11.6 % (2,640,000 votes in
absolute terms), exceeds the threshold of 10 % of
the voting rights shares.