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A rePort: How is a head- liner actually produced? friedrich ... - polytec

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50<br />

newly acquired AUDI B8 luggage compartment project. In the fi eld<br />

of new materials, the usage opportunities of green fl ax has been<br />

researched. For the cylinder <strong>head</strong> covers used in motors, intensive<br />

work <strong>is</strong> being carried out to further develop the oil separation.<br />

POLYTEC GROUP used approx. 3% of its consolidated sales for<br />

research and development costs.<br />

6. R<strong>is</strong>k Report and Financial Instruments<br />

For details on the r<strong>is</strong>k report, please refer to the explanatory notes<br />

under E 4, for information on the derivative fi nancial instruments<br />

applied by the Group, please refer to the explanatory notes under<br />

C 15 in the Notes.<br />

7. Information in accordance with § 243a<br />

of the Austrian Company Code (UGB)<br />

POLYTEC HOLDING AG’s share capital <strong>is</strong> divided in 22,329,585<br />

reg<strong>is</strong>tered shares having a nominal value of EUR 1.00 each. No<br />

other share classes ex<strong>is</strong>t. Any and all shares are admitted for trading<br />

in the Prime Market segment at Vienna stock exchange.<br />

The only shareholder holding a participation of more than 10.0% in<br />

the Group’s share capital <strong>is</strong> Huemer Holding GmbH. Huemer Holding<br />

GmbH <strong>is</strong> an associated company of IMC Verwaltungsgesellschaft<br />

mbH, which holds shares in POLYTEC HOLDING AG itself.<br />

In total, the participation of both companies amounts to approx.<br />

32% in the Group’s share capital. POLYTEC GROUP’s CEO, Ing.<br />

Friedrich Huemer, <strong>is</strong> sole owner of the shares in IMC Verwaltungsgesellschaft<br />

mbH and managing director of both companies with<br />

author<strong>is</strong>ation to represent these companies alone.<br />

At the time of preparation of the Consolidated Financial Statement,<br />

transfer restrictions of shares concluded by shareholders<br />

in the course of the IPO of the company remain in effect (lock-up<br />

period). The relating obligations will end 12 months after the closing<br />

of such IPO, i.e. on May 2, 2007 and relate to 8,941,187 shares<br />

(40.0% of the share capital).<br />

Furthermore, Huemer Holding GmbH <strong>is</strong> entitled to acquire 193,300<br />

shares from Invest Unternehmensbeteiligungs Aktiengesellschaft<br />

(call option). Th<strong>is</strong> option may be exerc<strong>is</strong>ed up to three months<br />

after the end of the lock-up period.<br />

No further restrictions regarding the transfer of shares and no<br />

other restrictions regarding the exerc<strong>is</strong>e of the voting right are<br />

known to the Board of Directors. No owners of shares have special<br />

control rights.<br />

POLYTEC<br />

ANNUAL REPORT 2006<br />

MANAGEMENT<br />

REPORT<br />

For information on the Board of Director’s opportunity to <strong>is</strong>sue<br />

shares, please refer to the explanatory notes on author<strong>is</strong>ed capital<br />

in the Notes.<br />

No important agreements ex<strong>is</strong>t which might be affected by a<br />

change of control and no compensation agreements ex<strong>is</strong>t between<br />

the company and its bodies or employees in case of a public takeover<br />

offer.<br />

8. Important Post-Balance Sheet Events<br />

Any events occurring after the balance sheet date having a material<br />

impact on the assessment of assets and liabilities are either<br />

taken into account in the present Financial Statements or are<br />

unknown.<br />

Hörsching, March 9, 2007<br />

BOARD OF DIRECTORS<br />

Friedrich Huemer<br />

Chairman of the Management Board<br />

Karl Heinz Solly<br />

Deputy Chairman of the Management Board<br />

Reinhard Urmann<br />

Member of the Management Board<br />

Alfred Kollros<br />

Member of the Management Board

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