ORCO PROPERTY GROUP | Takeover
Takeover
Directive 2004/25/EC of the European Parliament and of the Council of April 21st, 2004 on takeover bids – Luxembourg law of May 19th, 2006
In reference to the Luxembourg law of May 19th, 2006 the board especially states on the following points:
(a) Structure of the capital, including securities which are not admitted to trading on a regulated market in a Member State, where appropriate with an indication of the different classes of shares and, for each class of shares, the rights and obligations attaching to it and the percentage of total share capital that it represents. The share capital of Orco Property Group is represented by only one class of shares which are all admitted for trading on the Paris stock exchange, the Prague Stock Exchange, the Warsaw Stock Exchange and the Budapest Stock Exchange.
(b) Restrictions on the transfer of securities, such as limitations on the holding of securities or the need to obtain the approval of the company or other holders of securities, without prejudice to Article 46 of Directive 2001/34/EC. There is no restriction on the transfer of securities.
(c) Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC. Please refer to Shareholdings on our website.
(d) Holders of any securities with special control rights and a description of those rights. Not applicable.
(e) System of control of any employee share scheme where the control rights are not exercised directly by the employees. Not applicable, the Group has no employee share scheme.
(f) Restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company's cooperation, the financial rights attaching to securities are separated from the holding of securities. There is no restriction on voting rights.
(g) Agreements between shareholders which are known to the company and may result in restrictions on the transfer of securities and/or voting rights within the meaning of Directive 2001/34/EC. No agreements.
(h) Rules governing the appointment and replacement of board members and the amendment of the articles of association. See articles of association, board members are appointed by the shareholders, articles of associations can be modified by the shareholders through an extraordinary general meeting respecting the quorum foreseen by the Luxembourg corporate law.
(i) Powers of board members, and in particular the power to issue or buy back shares. Please refer to Authorised capital on our Website.
(j) Significant agreements to which the company is a party and which take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the company. This exception shall not apply where the company is specifically obliged to disclose such information on the basis of other legal requirements; not applicable.
(k) Agreements between the company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid. A compensation scheme for part of the executive committee members exists in a total amount of 34 MEUR is in place in case members cease their contract in a period of 6 months after a change of control of the company.