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METRO GROUP : ANNUAL REPORT 2011 : BUSINESS
→ GROUP MANAGEMENT REPORT : 9. NOTEs PURsUANT TO § 315 sEcTiON 4 Of ThE GERMAN cOMMERciAl cOdE
ANd ExPlANATORy REPORT Of ThE MANAGEMENT BOARd
GmbH, Franz Haniel & Cie. GmbH, Haniel Finance Deutschland
GmbH and Haniel Finance B.v. to coordinate the joint exercise of
interests from the MeTRo aG shares economically attributable
to the shareholder groups Haniel and schmidt-Ruthenbeck.
Finally, to the knowledge of the Management Board, a pooling
agreement exists between otto Beisheim Betriebs GmbH, otto
Beisheim Holding GmbH and oB Beteiligungsgesellschaft mbH,
which includes the MeTRo aG shares held by otto Beisheim
Holding GmbH and oB Beteiligungsgesellschaft mbH.
The aforementioned agreements can be regarded as restrictions
in the sense of § 315 section 4 no. 2 of the German Commercial
Code.
In addition, legal restrictions on voting rights may exist, for
example in the sense of § 136 of the German stock Corporation
act or, insofar as the Company holds own shares, in the
sense of § 71b of the German stock Corporation act.
Capital interests (§ 315 section 4 No. 3 of the
german Commercial Code)
notes pursuant to § 315 section 4 no. 3 of the German Commercial
Code – direct and indirect (pursuant to § 22 of the
German securities Trading act) capital interests that exceed
10 percent of the voting rights:
Direct/indirect
stakes exceeding
10 percent of
Name/company
voting rights
MeTRo vermögensverwaltung GmbH & Co. KG,
Düsseldorf/Germany Direct and indirect
MeTRo vermögensverwaltung GmbH,
Düsseldorf/Germany Indirect
1. HsB Beteiligungsverwaltung GmbH & Co. KG,
schönefeld-Waltersdorf/Germany Direct and indirect
1. HsB verwaltung GmbH,
schönefeld-Waltersdorf/Germany Indirect
Haniel Finance B. v.,
venlo/netherlands Indirect
Haniel Finance Germany GmbH,
Duisburg/Germany Direct and indirect
Franz Haniel & Cie. GmbH,
Duisburg/Germany Indirect
BvG Beteiligungs- und vermögensverwaltung GmbH,
essen/Germany Indirect
Gebr. schmidt GmbH & Co. KG,
essen/Germany Indirect
Gebr. schmidt verwaltungsgesellschaft mbH,
essen/Germany Indirect
Dr Michael schmidt-Ruthenbeck,
Zurich/switzerland Indirect
→ p. 147
The above information is based, in particular, on notifications
under § 21 of the German securities Trading act that MeTRo aG
received and released in the financial years 2006, 2007, 2009
and 2010.
notifications of voting rights published by MeTRo aG can be
found on the website www.metrogroup.de in the Investor
Relations section.
Owners of shares with special rights and type of
voting rights control where capital interests are
held by employees (§ 315 section 4 Nos. 4 and 5
of the german Commercial Code)
The Company has not issued any shares with special rights
pursuant to § 315 section 4 no. 4 of the German Commercial
Code. no capital interests are held by employees pursuant to
§ 315 section 4 no. 5 of the German Commercial Code.
Regulations governing the appointment and
removal of members of the Management Board
and changes to the Articles of Association (§ 315
section 4 No. 6 of the german Commercial Code)
In instances where members of the Management Board of
MeTRo aG are appointed and removed, legal regulations laid
down in §§ 84, 85 of the German stock Corporation act and
§§ 30, 31, 33 of the German Co-determination act apply.
a supplementary regulation is contained in § 5 of MeTRo aG’s
articles of association. It states:
“(1) The Management Board shall have not less than two members.
(2) apart from this the actual number of members of the Management
Board will be determined by the supervisory Board.”
Changes to the articles of association of MeTRo aG are determined
principally in accordance with §§ 179, 181, 133 of the
German stock Corporation act. numerous other sections of the
German stock Corporation act would apply to a change to the
articles of association, and modify or supersede the previously
mentioned regulations, for example §§ 182 ff. of the German
stock Corporation act during capital increases, §§ 222 ff. of the
German stock Corporation act during capital reductions or
§ 262 of the German stock Corporation act during the dissolution
of the aG. pursuant to § 14 of MeTRo aG’s articles of
association, changes that would affect only the text of the articles
of association may be decided by the supervisory Board
without a vote by the annual General Meeting.