Business Report 2005 - Interseroh

forum for direct contact with the Management Board and Supervisory Board are enduring components
of business management.
Due to a lack of interest, broadcasting of the general shareholders’ meeting via the Internet is
currently not planned.
Management Board and Supervisory Board
The Management Board and Supervisory Board continuously work together closely for the well-being
of INTERSEROH. The full Supervisory Board, the Chairman’s Committee, the Personnel Committee
and the Audit Committee meet regularly or when required. Regarding the frequency of meetings,
reference is made to the Report of the Supervisory Board. The Audit Committee is chaired by neither
the Chairman of the Supervisory Board nor a former member of the Management Board of the
company. The Supervisory Board also deliberates when necessary without the Management Board.
Following the voluntary public takeover bid by Isabell Finance Vermögensverwaltung GmbH
on 5 January 2006, the Management Board did not convene an extraordinary general shareholders’
meeting for discussion or resolution on legal measures. According to the joint statement of the
Management Board and Supervisory Board on 17 January 2006 pursuant to § 27 of the German
Securities Acquisition and Takeover Act, there is no additional need for information or resolutions by
the general shareholders’ meeting.
INTERSEROH AG does not use stock option programmes or similar securities-orientated
incentive systems. The variable compensation of the Management Board does not contain stock
options or comparable arrangements.
Transparency, Submission of Accounts and Auditing
In addition to the possibility of direct contact with the company at any time, INTERSEROH also
continually publishes information on important developments in the group on the Internet at the
address www.interseroh.de.
A portrait of the company as well as its annual reports, quarterly reports and information on
certain services are also available there in English.
The annual financial statements are prepared both in accordance with the German
Commercial Code and the consolidated financial statements also in accordance with the International
Financial Reporting Standards (IFRS). The external audit including priority audits are conducted by
KPMG Deutsche Treuhand-Gesellschaft Wirtschaftsprüfungsgesellschaft in Cologne.
The shares in the company and related financial instruments owned by the members of the
Management and Supervisory Boards are listed in the annex. According to this list, the Supervisory
Board Chairman Dr. Axel Schweitzer and the Supervisory Board member Dr. Eric Schweitzer together
hold a voting share of 25.75 percent in INTERSEROH AG. The voting rights are attributable to both
gentlemen according to § 22, Par. 1, No. 1 Securities Trading Act.
Deviations
Where the group deviated or deviates from the recommendations of the DCGK in isolated cases, this
is stated in the declarations of compliance by the Management Board and Supervisory Board of
INTERSEROH AG. They can be called up on the Internet at http://www.interseroh.de/Investor-
Relations.
14. Major Transactions in the Financial Year
Apart from the business development in the services and raw materials trading and steel and metal
recycling segments already described, the following transactions in the year under review must also
be mentioned.
Acquisition of Companies
ISD INTERSEROH Dienstleistungs GmbH acquired the companies DPK Deutsche Pfandkonzept,
Cologne, and Westpfand Clearing GmbH, Cologne, completely with economic effect from 1 January
2005. DPK was merged into Westpfand. The company operates as INTERSEROH Pfand-System
GmbH, Cologne.
INTERSEROH RSH Recycling-Stahl-Handel acquired INTERSEROH RSH Sweden, Göteborg
/ Sweden, effective from 30 November 2005.
Sale of Companies
INTERSEROH France S.A.S., Paris / France, sold SUD Papier International S.A., Mello / France, with
effect from 22 December 2005.
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