Annual Report 2009/10 Excellence in Retailing - Douglas Holding

The existing risks both as individual risks and in connection with other risks are limited
and from today’s standpoint are immaterial to the going concern of the DOUGLAS
Group. All prerequisites of an organizational nature have been established in order to be
informed about any potential risk situations at an early stage.
Credit rating
The DOUGLAS Group’s financial standing is evaluated very positively by the banks.
The revolving credit facility agreed in September 2007 with a banking syndicate has a term
of five years and allows drawing a credit line of up to 500 million EUR.
This financial facility was used by less than 20 percent as of the balance sheet date and
offers adequate financial flexibility over the coming years. This agreement was stipulated
under attractive conditions and necessitated no external credit rating. More detailed information
about the revolving credit facility can be found in the Notes accompanying the
consolidated financial statements on page 165.
STATUTORY DISCLOSURES
Information required under the Takeover Law pursuant to § 289 (4) together with
§ 315 (4) HGB
The company’s share capital amounted to 117.962.676 EUR as of the balance sheet date
on September 30, 2010. It was divided into 39,320,892 no-par value shares. The shares have
a theoretical par value of 3.00 EUR per share.
The company is not aware of any restrictions that would affect voting rights or the
transfer of shares.
A 25.81 percent direct interest in the company’s equity (which exceeds ten percent of
the voting rights) was held by Dr. August Oetker Finanzierungs- und Beteiligungs GmbH
as of the balance sheet date.
There are no holders of no-par value shares who have special controlling rights. Also,
there is no special controlling of voting rights nor are there controlling rights of employees
participating in equity that are not being directly exercised.
Regarding the appointment and dismissal of Executive Board members, reference
is made to the statutory provisions pursuant to Sections 84 and 85 of the German Stock
Corporation Act (AktG). In conformity with Section 5 (1) of the Articles of Incorporation,
the Supervisory Board determines the number of Executive Board members; the
Executive Board must however have at least two members. The Supervisory Board can
appoint one member to be the Chairman of the Executive Board. Remuneration to the
members of the Executive Board contains components that are non-performance and
performance based. The variable remuneration is determined as performance-based.
Further information regarding the Executive and Supervisory Boards’ remuneration
structure can be found in the Notes accompanying the consolidated financial statements
on pages 167 to 168.
Management Report
Key results
Business activities and operating environment
Net assets, financial position and result of operations
DOUGLAS HOLDING AG
Subsequent events
Control system and success factors
Opportunities and risks situation
Statutory disclosures
Forecast and overall assessment
165
167–168
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