VIPsight - May 2013

COMPANIES

 

Resistance to Klatten

Christian Strenger has put a counter-motion to the Annual General Meeting of SGL Carbon against discharging the Supervisory Board. The corporate-governance expert complained that the Board had not informed fully about Susanne Klatten’s role and potential conflicts of interest. The deputy Supervisory Board chairman has around a 28 per cent stake in SGL through Skion. Together with her ​​brother and her mother she also has 46.7 per cent of BMW. The Bavarian automakers in turn hold 15.72 per cent of the SGL shares. Both companies also have a joint subsidiary, of great significance for both. The 50-year-old also sits on the Supervisory Board of BMW, and her brother Stefan Quandt even on the Bureau. Strenger finds it unrealistic that Klatten can keep the interests of both companies sufficiently apart. SGL rejects the allegations. In the past business year no conflicts of interest had arisen.

 

Carl Zeiss Meditec: Ophthalmology depresses sales

The TecDax company Carl Zeiss Meditec AG had to accept a decline of five percent in the first half of the year in the ophthalmology segment. The second-largest segment shrank in sales from around 185 million to around 175 million euros. However, new orders offer hope for improvement by the end of the business year in September.

On the other hand, the microsurgery division has developed positively. The strongest division of the medical group increased its sales by six percent to about 207 million euros. In the eye-surgery segment too, the Company based in Jena recorded positive figures. It has increased its sales there by about three per cent to around 442 million euros. The company owes the positive figures for the first quarter of 2013 to the Asian and North American markets. Carl Zeiss Meditec will present the complete semi-annual report in May.

Constantin Medien: debt restructuring with bond

In April, Constantin Medien AG placed an SME loan, a bond with a volume of 65 million euros, in the Entry Standard of the Frankfurt Stock Exchange. Due to high demand, the company stopped the subscription period again on the issue date. The paper has a maturity of five years - the annual interest rate is seven percent.

With the proceeds the Bavarian media group aims to pay off liabilities and also expand its portfolio. On the road to greater profitability Constantin has made good progress over the past year by its own account, and has recorded a sales increase of twelve percent. Already in 2010, the company, from Ismaning near Munich, had issued a bond, but placed privately with a coupon of nine percent. The international media company is primarily focused on the areas of sport, film and event marketing. The Group is involved in the Swiss media company Highlight Communications AG and is owner of the television and Internet radio station Sport 1.

Bauer: fall despite growth

Although the construction equipment manufacturer Bauer AG achieved a good result in fiscal 2012, analysts are disappointed by the SDax company: earnings before interest and tax (EBIT) fell, despite an increase in total Group revenues, from around 82 million euros to 71 million euros. All the same, at the end of the financial year the civil-engineering specialist had a backlog of 785 million euros, almost five percent above the previous year.

In 2013, Bauer expects only moderate growth in total group revenues and EBIT, to 85 million euros. This is due, the company says, to risks and volatile markets in the construction business as well as the reluctance of machine customers to invest.

Nanogate: coating success pays for the first time

The Entry Standard company Nanogate AG will pay its shareholders a dividend for the first time. Now that the provider of high-performance surfaces has increased its total sales for the third time in a row, the company plans a dividend of 10 cents per share. The General Meeting in June will decide on the proposal.

The coating specialist recently reported sales growth of around 15 percent: earnings before interest and taxes (EBIT) even multiplied from around one million euros to nearly 3 million euros. While the Group's earnings per share in 2011 was still negative, in 2012 it was at 10 cents. For 2013 Nanogate expects a stable operating profit: turnover should increase due to strong demand, despite losses from investments.

Biotest: Hessians on the road to success

A turnover of over 500 million euros and a doubling of the share value – that's how analysts see SDax-listed Biotest AG by 2014. It is mainly investments in the U.S. that are to take the biological health products provider forward. Most recently, the drug Bivigam developed by Biotest – to treat immune deficiencies – received its marketing authorization. Experts believe it will bring a revival of the previously weak U.S. business, and expect additional sales of 100 million euros over the next two years. Further gains from the sale of human albumin to China are in view. The Hessian company's distribution agreement with Wanbang Biopharma should additionally bring in some 30 to 40 million euros in sales by 2014.

As a further ace in the hole the product Cytotec is being traded: it works against cytomegalovirus and should ensure strong sales growth from 2015. Moreover, the market for immunoglobulins (antibodies) grows each year by an estimated seven percent. These substances are the Hessians' core business and should according to latest findings act against Alzheimer's, which would open up enormous opportunities for growth.

 

 

 

 

 

Buhlmann's Corner

It’s AGM time – and one in four turns up

The German AGM season cuts capers that would make any cabaret artist green with envy. The proportion of the audience falls inversely with the expenditure by the companies – on the weekend of the Berkshire Hathaway AGM in Omaha, e.on invites 100% of its shareholders to the AGM in Essen.  At least 26% still come (previous year 44%). If one considers that the two largest stockholders, Norges and Blackrock, together have 11% in their possession, then 15% of the residual shareholders were represented / present in the supreme body of the Company. The two stockholders were present, though as usual not with all stocks.

Was that because Prof.Dr. Ulrich Lehner received more than 26% negative votes on his re-election to the Supervisory Board? Was it the over-boarding, or because after 8 hours of discussion the Supervisory Board still needed two breaks to calculate the numbers in order to answer a question asked at the beginning of the meeting? What had been asked for was the maximum and minimum amount of variable executive remuneration, in the context of the agenda item on the new compensation system. Had the Supervisory Board not weighed these figures when they set about discussion and decision? Maybe it was about the candidate, but also “only” about him, because he was responsible in Novartis too as lead board member when the 72 million golden parachute was tried out.

A few days earlier, the German chemical stocks had their meeting. BASF won: here the attendance rate for the shares was 33% (previous year 45%). On the same date the colleagues at Bayer, last year’s winner with a score of 55%, had only 32%. But why fret, when year after year 1/5 less votes vote? Soon general meetings in Germany too may be held in notaries’ offices or conference corners of airports – British conditions say hello!

The reason for these residual attendances is not just the energy transition – the direction of which even ministers of the federal government in Germany still do not know after two years – or AGM pooling on the same day (as in Japan), but also and above all the shareholders. Whether there are those who do not come, or ones who want to come but do not realize that they do not arrive. Besides chemicals or utilities, even investors like the reinsurers are affected: MunichRe 2013 had an attendance of 33% (previously 47%) – here too there is the flagship shareholder, Berkshire Hathaway with 11%.

Perhaps the cause of the boredom with attendance lies in the lack of content of the responses in the Q & A. Henkel in April 2013 offered a shining example: by 31.12.2012 net debt of 86 million was on the balance sheet, and annual free cash flow of 2 billion odd is indisputable. I asked in a supplementary what the current net debt or net receivable position was, and was referred to the upcoming release of the quarterly results: even when asked twice, an amount determinable –aside from exogenous shocks – using simple fractions and rule of three remained the CFO’s state secret. No need there for either attendance or discharge – so what, then, if some shareholder does appear once in a while?

There’s a war on – and only one goes.

PS: we will provide the attendance statistics in VIPsight after the last DAX AGM – for all those interested.

 

 

 

 

 

 

VIPsight – Interview

“Having excessive financial resources leads to mistakes”

In conversation: Martin Reuter, founder, majority shareholder and Supervisory Board Chairman of PRIORIT AG, Hanau.

Reuter describes what the financing options for SMEs apart from the IPO are, and why his confidence in to the commercial banks as a long-term partner is shaken.

The SME PRIORIT AG (www.priorit.de) designs, manufactures and sells fire-protection products, fire-protection solutions, fire-protection housings, safety cabinets for storage of hazardous materials, fire-protection facilities, Inspection chambers and inspection doors and fire doors from its own production.

Priorit AG was founded in 2000. Did you toy with a possible IPO?

The choice of corporate form and the possibility of corporate financing through an IPO were considered – yes,we toyed with it. But was also clear to us that we first had to show some success, to convince new shareholders. But no later than 2001 we began to doubt the usefulness of an IPO.

What does that mean specifically?

It was a fallacy to believe that any expertise, market knowledge and organization needed could be bought in with the funds collected. Purchased knowledge and structures must be integrated into the company in order to be sustainable. If they are not integrated, they have no real value. This takes time and experience. Organizational structures need to form organically in large part, to “anchor” them in the minds of employees.

Even without an IPO, with total assets of around €15 million you have an equity ratio of around 60 percent. How has your equity ratio developed in recent years?

The development of Priorit AG was characterized at each step – own sales, own production, own assembly – by the equity ratio falling sharply with the necessary investment within the step. It was lowest in 2007-8 at approximately twelve percent, after the establishment of our own production. We knew that before the next step we always had to strengthen our credit – and thus the equity ratio. In particular, the banking crisis of 2009 reinforced the awareness that dependence on borrowing at low creditworthiness, I.e. equity ratio, can be “life-threatening” even for a healthy company.

What is your current financing structure?

Our goal is by 2015 to have long-term debt only in the form of loans from the KfW (Reconstruction Loan Corporation), with a corresponding amount of our own cash. In practical terms, our financial plan is to have capital investments of 4.3 million euros by the end of 2015. Essentially, these are investments in buildings and machinery to increase production capacity and efficiency. We want to get nearly four million euros as new loans at low rates with a maturity of ten years, as a KfW loan.

With a planned cash flow of €4.9 million by 2015, €4.5 million in cash will then be beside 4.5 million euros in a KfW loan. Our plans provide for us to “swim free” of the banks. This means that we want greater investment lift without further borrowing in the future. This will give us the opportunity to ride out crisis situations. It is a comfortable situation to have the capacity to replace all loans at any time through available means.

How has your relationship with the banks changed in recent years?

If as an entrepreneur you experience how the criteria for awarding refinancing can change in a day, then you are – to put it mildly – disillusioned. I believe that this could happen again at any time in the next crisis – you can even read that in the banks' terms and conditions. I do not want to take that risk again.

Doesn’t the low-interest rate debt tempt you to the traditional bank loan?

Yes, of course. Companies are well advised to take the long-term loans now. But do not make yourself dependent on banks, with a view to later follow-up financing.

How would you finance major projects currently?

For SMEs, there is in my opinion a clear recommendation: KfW funds. With good credit, interest rates of two percent per year are possible even with longer durations. No alternative we know approaches these conditions. KfW also appears to us – even as a house bank – to be a safer contractual partner than a traditional private bank. We use new ten-year KfW loans for expansion. pay about two percent interest and thus keep the remaining cash “stock” free to distribute on money-market accounts. The negative difference between debt and credit interest rates we see as an insurance premium. It is worth our independence to us.

What capital structure are you aiming for in the future?

We want to remain as independent as possible of the policies and possible mistakes of the banks. If there are good chances of increasing the return on equity sustainably by investing, we will use them. An equity ratio of never below 70 percent is our goal, however. We know that we are thus at a rate about twice as high as generally considered to be ideal in relation to the achievable return on equity. Our aim, however, is long-term and secure growth. A possible high profit through investments by borrowing is not tempting for us, given high overall risk.

 

 

 

 

ACTIONS CORNER

The Commerzbank has to pay 104 former Dresdner Kleinwort investment bankers extra bonuses of 52 million euros that had been promised to them during the financial crisis. An appeal court in London’s High Court stood behind the judgment of May 2012, and on 26 April unanimously refused the bank leave to appeal against a decision in first instance. Judge Robert Owen had then ruled after several weeks of hearing that “the narrow range” of contractual obligations to individual employees is decisive in this case. Commerzbank nevertheless wants to consider further legal steps.

 

 

 

 

 

AGM Dates

 

Company	Event	Date	Time	Place	Address	Published on
DAX
E.ON SE	ord. AGM	03.05.2013	10:00	45131 Essen	Norbertstraße 2, in der Grugahalle	20.03.2013
	The Agenda for the ordinary AGM of E.ON SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. E.ON SE earned balance-sheet profits of €2,097.43m last business year. The profits are to be fully paid out as dividend. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. Approval of the system of executive remuneration is to be decided.
Allianz SE	ord. AGM	07.05.2013	10:00	80809 München	Coubertinplatz, in der Olympiahalle im Olympiapark	27.03.2013
	The Agenda for the ordinary AGM of Allianz SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Allianz SE earned balance-sheet profits of €2,312.52m last business year. Of the profits, €2,039.35m is to be paid out as dividend and €273,17m carried forward to a new account. Elections to the Supervisory Board are to be held.
Deutsche Lufthansa AG	ord. AGM	07.05.2013	10:00	50679 Köln	Willy-Brandt-Platz 1, in der LANXESS arena	19.03.2013
	The Agenda for the ordinary AGM of Deutsche Lufthansa AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The profits of €296.24m are to be fully allocated to reserves. Amendments to existing control and profit-transfer and / or profit-and-loss-transfer agreements between the Company and various subsidiaries are to be decided. Elections to the Supervisory Board are to be held.
adidas AG	ord. AGM	08.05.2013	10:30	90762 Fürth	Rosenstraße 50, in der Stadthalle Fürth	19.03.2013
	The Agenda for the ordinary AGM of adidas AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. adidas AG earned balance-sheet profits of €606.49m last business year. Of the profits, €382.44m is to be paid out as dividend and €324,05m carried forward to a new account. Amendments to existing enterprise agreements are to be agreed. The authorized capitals approved at the Annual General Meetings in 2009, 2010 and 2011 are to be cancelled. New Authorized Capitals in the amount of €50 million (Authorized Capital 2013 / I), in the amount of €25 million (Authorized Capital 2013/II) and in the amount of €20 million (Authorized Capital 2013/III) with the authorization to exclude subscription rights are to be created. Additionally, several charter amendments are to be decided.
HeidelbergCement AG	ord. AGM	08.05.2013	10:00	69117 Heidelberg	Neckarstaden 24, im Krongresshaus Stadthalle Heidelberg	20.03.2013
	The Agenda for the ordinary AGM of HeidelbergCement AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. HeidelbergCement AG earned balance-sheet profits of €94.18m last business year. Of the profits, €88.13m is to be paid out as dividend and €6,06m carried forward to a new account. Furthermore, the Company is to be authorized to issue option bonds and convertible bonds and profit participation rights or income bonds, excluding subscription rights. For this, conditional capital in the amount of €168 million (Conditional Capital 2013), is to be kept available. The existing authorization to issue option and convertible bonds, participation rights or income bonds and Conditional Capital 2009 are to be cancelled. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided.
Bayerische Motoren Werke AG	ord. AGM	14.05.2013	10:00	80809 München	Coubertinplatz, in der Olympiahalle im Olympiapark	26.03.2013
	The Agenda for the ordinary AGM of Bayerische Motoren Werke AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Bayerische Motoren Werke AG earned balance-sheet profits of €1,639.99m last business year. The profits are to be fully paid out as dividend. Elections to the Supervisory Board are to be held..The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
K+S AG	ord. AGM	14.05.2013	10:00	34119 Kassel	Holger-Börner-Platz 1, im Kongress Palais Kassel - Stadthalle	02.04.2013
	The Agenda for the ordinary AGM of K+S AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. K+S AG earned balance-sheet profits of €294.22m last business year. Of the profits, €267.96m is to be paid out as dividend and €388,73m carried forward to a new account. Elections to the Supervisory Board are to be held.
Deutsche Börse AG	ord. AGM	15.05.2013	10:00	65929 Frankfurt am Main	Pfaffenwiese 301, in der Jahrhunderthalle Frankfurt	27.03.2013
	The Agenda for the ordinary AGM of Deutsche Börse AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Börse AG earned balance-sheet profits of €400m last business year. Of the profits, €386.51m is to be paid out as dividend and €13,49m allocated to reserves. The Company is to be authorized to purchase its own shares and use them, excluding shareholders' subscription and tender rights. As part of the acquisition of own shares, the authorization to use derivatives is to be decided. The age limit for board members envisaged by the charter is to be deleted.
Deutsche Telekom AG	ord. AGM	16.05.2013	10:00	50679 Köln	Willy-Brandt-Platz 1, auf dem Gelände der LANXESS arena	05.04.2013
	The Agenda for the ordinary AGM of Deutsche Telekom AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Telekom AG earned balance-sheet profits of €3,050m last business year. Of the profits, €3,010.24m is to be paid out as dividend and €39,76m carried forward to a new account. The dividend will be paid in cash or in shares of Deutsche Telekom AG.. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated.. Conditional Capital II is to be cancelled. Authorized Capital 2009/I is also to be cancelled. A new authorized capital against contributions in cash and / or in kind, with authorization to exclude subscription rights, in the amount of € 2,176 million is to be created. Furthermore, the control and profit-transfer agreement between Deutsche Telekom AG and PASM Power and Air Condition Solution Management GmbH in favour of Deutsche Telekom AG is to be agreed. Amendments to profit-transfer agreements or control agreements with various subsidiaries of Deutsche Telekom AG are to be agreed. Additionally, several charter amendments are to be decided.
Fresenius Medical Care AG & Co. KGaA	ord. AGM	16.05.2013	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, im Congress Center Messe Frankfurt	08.04.2013
	The Agenda for the ordinary AGM of Fresenius Medical Care AG & Co. KGaA starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fresenius Medical Care AG & Co. KGaA earned balance-sheet profits of €596.22m last business year. Of the profits, €230.11m is to be paid out as dividend and €366,11m carried forward to a new account. The conversion of non-voting bearer preference shares into voting ordinary bearer shares with cancellation of preferential profit is to be decided. The adaptation of the International Employee Participation Programme 2001 and adjustment of the conditional capital is to be decided. The ordinary shareholders of the Company are to agree the decision on the conversion of non-voting bearer preference shares into voting ordinary bearer shares and the related adjustment to the Employee Participation Programme 2001 and adjustment of the conditional capital in a special resolution. Additionally, several charter amendments are to be decided. Following the Annual General Meeting of Fresenius Medical Care AG & Co. KgaA, the special meeting of preferred shareholders is to be held at 14h.
Fresenius SE & Co. KGaA	ord. AGM	17.05.2013	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, im Congress Center Messe Frankfurt	03.04.2013
	The Agenda for the ordinary AGM of Fresenius SE & Co. KGaA starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fresenius SE & Co. KGaA earned balance-sheet profits of €196.04m last business year. Of the profits, €196.01m is to be paid out as dividend and €0,03m carried forward to a new account. Approval of the system of executive remuneration for the general partner is to be decided. The existing authorized capital is to be replaced by a new one of €40.32 million. The existing Conditional Capital I is to be cancelled. A resolution to grant stock options to officers and members of the Management Board of Fresenius SE & Co. KGaA or one of its affiliated companies (stock option programme 2013) is to be agreed. For this, conditional capital in the amount of €8.4 million(Conditional Capital IV) is to be kept available. Additionally, several charter amendments are to be decided.
Deutsche Bank AG	ord. AGM	23.05.2013	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Messe Frankfurt, in der Festhalle	16.04.2013
	The Agenda for the ordinary AGM of Deutsche Bank AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Bank AG earned balance-sheet profits of €792.13m last business year. The profits are to be paid as a dividend of €0.75 per share, and at least €95m is to be carried forward to a new account. The Company shall be authorized to purchase its own shares and use them, with possible exclusion of shareholders' subscription and tender rights. As part of the acquisition of own shares, the authorization to use derivatives is to be decided. Approval of the remuneration system for the Executive Board is tto be decided. The remuneration of the Supervisory Board is to be re-regulated. Elections to the Supervisory Board are to be held. . . The Company's existing authorized capital is to be cancelled. A new authorized capital totalling €230.4 million is to be created, with the option of excluding subscription rights. Furthermore, the control agreement between Deutsche Bank AG and RREEF Management GmbH in favour of Deutsche Bank AG is to be agreed Additionally, several charter amendments are to be decided.
LANXESS AG	ord. AGM	23.05.2013	10:00	50679 Köln	Willy-Brandt-Platz 1, in der LANXESS arena	10.04.2013
	The Agenda for the ordinary AGM of LANXESS AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LANXESS AG earned balance-sheet profits of €96.27m last business year. Of the profits, €83.2m is to be paid out as dividend and €13,06m carried forward to a new account. The existing authorized capital is to be replaced by a new one of €16.64 million. The headquarters is to be relocated to Cologne. Additionally, several charter amendments are to be decided.
Deutsche Post AG	ord. AGM	29.05.2013	10:00	65929 Frankfurt am Main	Pfaffenwiese 301, in der Jahrhunderthalle Frankfurt	17.04.2013
	The Agenda for the ordinary AGM of Deutsche Post AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Post AG earned balance-sheet profits of €1,313.69m last business year. Of the profits, €846.31m is to be paid out as dividend and €467,38m carried forward to a new account. A new authorized capital of €240 million (Authorized Capital 2013) is to be created, with the option of excluding subscription rights. The existing authorized capital is to be repealed. In addition, the Company shall be authorized to issue option bonds, convertible bonds and / or income bonds and equity interests (or combinations thereof), with the option of excluding subscription rights. For this, conditional capital in the amount of €75 million (Conditional Capital 2013) is to be kept available. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
Linde AG	ord. AGM	29.05.2013	10:00	81823 München	in dem ICM - Internationales Congress Center München, Messegelände	08.04.2013
	The Agenda for the ordinary AGM of Linde AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Linde AG earned balance-sheet profits of €500.01m last business year. The profits are to be fully paid out as dividend. The existing authorized capital is to be replaced by a new one of €47 million, with the possibility of excluding shareholders' subscription rights . Furthermore, the Company shall be authorized to issue option and/or convertible bonds, with the option of excluding subscription rights. For this, conditional capital in the amount of €47 million (Conditional Capital 2013) is to be kept available. The existing authorization to issue option and/or convertible bonds and Contingent Capital 2010 shall be cancelled. Conditional Capital 2002 is also to be cancelled. .Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. The company is further expanding commitment in the growth market of healthcare, the medical gases business and related services. To reflect this orientation clearly the business object is to be adjusted accordingly. Additionally, several charter amendments are to be decided.
SAP AG	ord. AGM	04.06.2013	10:00	68163 Mannheim	Xaver-Fuhr-Straße 150, in der SAP Arena	26.04.2013
	The Agenda for the ordinary AGM of SAP AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SAP AG earned balance-sheet profits of €6,603.88m last business year. Of the profits, €1,013.37m is to be paid out as dividend, €500m allocated to reserves and €5,090.51m carried forward to a new account.. .The Company shall be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. The existing authorization shall accordingly be revoked.
MDAX
Dialog Semiconductor PLC	ord. AGM	02.05.2013	09:00	London E1W 1AA	St Katharine's Way, Tower Bridge House, at Reynolds Porter Chamberlain LLP	28.03.2013
	The Agenda for the ordinary AGM of Dialog Semiconductor PLC starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Elections to the Supervisory Board are to be held. The Board is to be re-appointed. The Company is to be authorized to issue shares. The Company shall be authorized to issue shares in connection with a capital increase. The Dialog Semiconductor PLC Employee Participation Programme 2013 is to be decided. The Company shall be authorized to run a stock option programme. The remuneration of the Supervisory Board is to be re-regulated. .Additionally, several charter amendments are to be decided.
Drägerwerk AG & Co. KGaA	ord. AGM	03.05.2013	10:00	23554 Lübeck	Willy-Brandt-Allee 10, in der Lübecker Musik- und Kongresshalle	20.03.2013
	The Agenda for the ordinary AGM of Drägerwerk AG & Co. KGaA starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Drägerwerk AG & Co. KGaA earned balance-sheet profits of €232.75m last business year. Of the profits, €14.58m is to be paid out as dividend and €218,7m carried forward to a new account. Elections to the Supervisory Board are to be held... Amendments to existing control and profit-transfer agreements and a profit-transfer agreement between Dräger AG & Co. KGaA and its subsidiaries are to be agreed. The Articles of Association of the Company are to be amended with regard to notices, information, invitation to and attendance at the general meeting and resignation of the general partner.
Software AG	ord. AGM	03.05.2013	10:00	64283 Darmstadt	Schlossgraben 3, im darmstadtium - Wissenschafts- und Kongresszentrum	22.03.2013
	The Agenda for the ordinary AGM of Software AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Software AG earned balance-sheet profits of €258.86m last business year. Of the profits, €39.19m is to be paid out as dividend and €219,67m carried forward to a new account. The Company shall be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. As part of the acquisition of own shares, the authorization to use derivatives is to be decided. Approval of the system of executive remuneration is to be decided. Additionally, several charter amendments are to be decided.
PSI AG für Produkte und Systeme der Informationstechnologie	ord. AGM	07.05.2013	10:00	10623 Berlin	Fasanenstraße 85, im Konferenzzentrum im Ludwig Erhard Haus	26.03.2013
	The Agenda for the ordinary AGM of PSI AG für Produkte und Systeme der Informationstechnologie starts with the usual items, like presentation of annual accounts and discharge to the company bodies. PSI AG für Produkte und Systeme der Informationstechnologie earned balance-sheet profits of €5.86m last business year. Of the profits, €4.71m is to be paid out as dividend and €1,15m allocated to reserves. The Company is to be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights Furthermore, the Company is to be authorized to issue option and convertible bonds, profit-participation rights and / or income bonds, each with the option of excluding subscription rights. For this, conditional capital in the amount of 8.04 million (Conditional Capital 2013), is to be kept available. The current authorization of 28 April 2009 to issue option and convertible bonds, participation rights and / or income bonds and Conditional Capital 2009 shall be cancelled. The Company is to be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. The profit-transfer agreement between PSI AG für Produkte und Systeme der Informationstechnologie and PSI Metals GmbH in favour of PSI AG für Produkte und Systeme der Informationstechnologie is to be approved. Additionally, several charter amendments are to be decided.
Telefónica Deutschland Holding AG	ord. AGM	07.05.2013	10:30	80809 München	Toni-Merkens-Weg 4, in der Event-Arena im Olympiapark	27.03.2013
	The Agenda for the ordinary AGM of Telefónica Deutschland Holding AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Telefónica Deutschland Holding AG earned balance-sheet profits of €4,468.81m last business year. Of the profits, €502.63m is to be paid out as dividend and €4,146.18m carried forward to a new account.
Drillisch AG	ord. AGM	16.05.2013	10:00	60596 Frankfurt am Main	Kennedyallee 70, in der Villa Kennedy	04.04.2013
	The Agenda for the ordinary AGM of Drillisch AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Drillisch AG earned balance-sheet profits of €390.65m last business year. Of the profits, €62.4m is to be paid out as dividend and €328,25m carried forward to a new account. .Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. The Company is to be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. The existing authorization shall accordingly be revoked. As part of the acquisition of own shares, the authorization to use derivatives is to be decided. The existing authorized capital is to be replaced by a new one of €23.4 million. Furthermore, the Company is to be authorized to issue option and / or convertible bonds. For this, conditional capital in the amount of €5.5 million is to be kept available. The existing conditionat capital is to be cancelled.. Additionally, several charter amendments are to be decided.
euromicron AG communication & control technology	ord. AGM	17.05.2013	10:30	60311 Frankfurt am Main	Große Gallusstraße 19, im Auditorium der Commerzbank AG	05.04.2013
	The Agenda for the ordinary AGM of euromicron AG communication & control technology starts with the usual items, like presentation of annual accounts and discharge to the company bodies. euromicron AG communication & control technology earned balance-sheet profits of €3.86m last business year. Of the profits, €2m is to be paid out as dividend and €186m carried forward to a new account. The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
AIXTRON SE	ord. AGM	23.05.2013	10:00	52062 Aachen	Monheimsallee 48, im Eurogress Aachen	09.04.2013
	The Agenda for the ordinary AGM of AIXTRON SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Approval of the system of executive remuneration is to be decided. Elections to the Supervisory Board are to be held. The Company is to be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. The existing authorization shall accordingly be revoked. Additionally, several charter amendments are to be decided.
freenet AG	ord. AGM	23.05.2013	10:00	20355 Hamburg	Am Dammtor/Marseiller Straße, im Congress Center Hamburg, Saal G	12.04.2013
	The Agenda for the ordinary AGM of freenet AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. freenet AG earned balance-sheet profits of €400.15m last business year. Of the profits, €172.82m is to be paid out as dividend and €227,33m carried forward to a new account. The existing Authorized Capitals 2005 and 2009 and the existing Conditional Capital and the underlying shareholders' resolution of 20 July 2007 are to be cancelled. A new Authorized Capital in the amount of €12.8 million is to be created, with the authorization to exclude subscription rights. The modification of existing enterprise agreements is to be agreed. Additionally, several charter amendments are to be decided.
LPKF Laser & Electronics AG	ord. AGM	23.05.2013	10:00	30175 Hannover	Theodor-Heuss-Platz 1-3, im Hannover Congress Centrum	12.04.2013
	The Agenda for the ordinary AGM of LPKF Laser & Electronics AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LPKF Laser & Electronics AG earned balance-sheet profits of €21.28m last business year. Of the profits, €5.57m is to be paid out as dividend, €11,2m allocated to reserves and €4.51m carried forward to a new account. The existing conditional capital is to be cancelled. The share capital of the Company is to be increased from the current €11.13 million by €11.13 million from company funds through the issue of 11,134,794 new shares to €22.27 million The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
SMA Solar Technology AG	ord. AGM	23.05.2013	10:00	34119 Kassel	Friedrich-Ebert-Straße 152, im Kongress Palais Kassel - Stadthalle	11.04.2013
	The Agenda for the ordinary AGM of SMA Solar Technology AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SMA Solar Technology AG earned balance-sheet profits of €589.14m last business year. Of the profits, €20.82m is to be paid out as dividend and €568,32m carried forward to a new account. An authorized capital in the amount of €10 million (Authorized Capital) is to be created, with the option of excluding subscription rights The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
United Internet AG	ord. AGM	23.05.2013	11:00	60313 Frankfurt am Main	Opernplatz 1, in der Alten Oper, Mozartsaal	05.04.2013
	The Agenda for the ordinary AGM of United Internet AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. United Internet AG earned balance-sheet profits of €189.13m last business year. Of the profits, €58.2m is to be paid out as dividend and €130,93m carried forward to a new account. The Company is to be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. The existing authorization shall accordingly be revoked. . In addition, the profit-transfer agreement of 27 March 2013 between United Internet AG and 1&1 Telecom Service Holding Montabaur GmbH in favour of United Internet AG is to be agreed.
XING AG	ord. AGM	24.05.2013	10:00	20355 Hamburg	Holstenwall 12, in der Handwerkskammer Hamburg	16.04.2013
	The Agenda for the ordinary AGM of XING AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. XING AG earned balance-sheet profits of €8.67m last business year. Of the profits, €3.09m is to be paid out as dividend and €5,58m carried forward to a new account. Elections to the Supervisory Board are to be held.
Pfeiffer Vacuum Technology AG	ord. AGM	28.05.2013	14:00	35578 Wetzlar	Brühlsbachstraße 2B, in der Stadthalle	17.04.2013
	The Agenda for the ordinary AGM of Pfeiffer Vacuum Technology AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Pfeiffer Vacuum Technology AG earned balance-sheet profits of €101.01m last business year. Of the profits, €34.04m is to be paid out as dividend and €66,96m carried forward to a new account.
QSC AG	ord. AGM	29.05.2013	10:00	50667 Köln	Martinstraße 29-37, im Gürzenich in Köln	16.04.2013
	The Agenda for the ordinary AGM of QSC AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. QSC AG earned balance-sheet profits of €27.81m last business year. Of the profits, €11.14m is to be paid out as dividend and €16,67m carried forward to a new account..Elections to the Supervisory Board are to be held. The Company is to be authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. An amendment to the language of Supervisory Board meetings is to be decided. The conclusion of control and profit-transfer agreements between QSC AG and its subsidiaries tengo complete GmbH, Q-loud GmbH and Broadnet NGN GmbH in favour of QSC GmbH is to be agreed. Additionally, several charter amendments are to be decided.
ADVA Optical Networking SE	ord. AGM	04.06.2013	11:00	98617 Meiningen	Georgstraße 1, im Hotel Sächsischer Hof	24.04.2013
	The Agenda for the ordinary AGM of ADVA Optical Networking SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The profits of €20.28m are to be fully carried forward to a new account. .Elections to the Supervisory Board are to be held. The variable remuneration of the Supervisory Board for fiscal 2012 and the fixed remuneration of the Supervisory Board for fiscal 2012 and subsequent years is to be fixed. The authorized capitals 2008/III and 2009/I are to be cancelled A new authorized capital of €23.91m (Authorized Capital 2013 / I) is to be created, with the possibility of excluding subscription rights. The existing Conditional Capital 2003/2008 is to be reduced to €2.23m. The extension of the authorization to issue stock options (stock option programme 2011) is to be decided. For this, the existing Conditional Capital 2011/I is to be increased to €2.55m. Additionally, several charter amendments are to be decided.
JENOPTIK AG	ord. AGM	04.06.2013	11:00	99423 Weimar	UNESCO-Platz 1, im congress centrum neue weimarhalle	24.04.2013
	The Agenda for the ordinary AGM of JENOPTIK AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. JENOPTIK AG earned balance-sheet profits of €22.66m last business year. Of the profits, €10.3m is to be paid out as dividend and €12,36m carried forward to a new account.. Furthermore, the Company is to be authorized to issue option and / or convertible bonds, with the possibility of excluding subscription rights. For this, conditional capital in the amount of €28.6m (Conditional Capital 2013) is to be kept available. The existing authorization to issue option and / or convertible bonds and Conditional Capital 2009 are to be cancelled. Additionally, several charter amendments are to be decided.
MorphoSys AG	ord. AGM	04.06.2013	10:00	80636 München	Lazarettstraße 33, im Konferenzzentrum München, Hanns-Seidel-Stiftung	16.04.2013
	The Agenda for the ordinary AGM of MorphoSys AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The profits of €3.12m are to be fully carried forward to a new account. . An amendment to the authorization to issue convertible bonds based on the decision of the General Meeting of 14 May 2008 to avoid deviating profit entitlement of shares is to be adopted. A new authorized capital of €2.34m (Authorized Capital 2013/I), with the option of excluding subscription rights, is to be created. Additionally, several charter amendments are to be decided.
Nordex SE	ord. AGM	04.06.2013	11:00	18055 Rostock	Lange Straße 40, im Konferenzzentrum des Radison Blu Hotels	24.04.2013
	The Agenda for the ordinary AGM of Nordex SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Elections to the Supervisory Board are to be held.
Kontron AG	ord. AGM	05.06.2013	10:00	85356 Freising	Luitpoldanlage 1, in der Luitpoldhalle	25.04.2013
	The Agenda for the ordinary AGM of Kontron AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Kontron AG earned balance-sheet profits of €17.92m last business year. Of the profits, €2.22m is to be paid out as dividend and €15,69m carried forward to a new account.. Approval of the system of executive remuneration is to be decided. Elections to the Supervisory Board are to be held.
STRATEC Biomedical AG	ord. AGM	06.06.2013	14:00	75172 Pforzheim	Waisenhausplatz 1-3, im CongressCentrum Pforzheim, Mittlerer Saal	29.04.2013
	The Agenda for the ordinary AGM of STRATEC Biomedical AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. STRATEC Biomedical AG earned balance-sheet profits of €26.1m last business year. Of the profits, €5.86m is to be paid out as dividend and €20,24m carried forward to a new account. Approval of the system of executive remuneration is to be decided. The remuneration of the Supervisory Board is to be re-regulated. . .Furthermore, the conclusion of a control and profit transfer agreement between STRATEC Biomedical AG and Stratec Newgen GmbH in favour of STRATEC Biomedical AG is to be agreed. The existing Conditional Capital V is to be reduced to €0.2 million . The authorization to grant stock options of 20 May 2009 is to be repealed to the extent that only existing options can be used. The Management Board and Supervisory Board shall be authorized to issue stock options to employees of the Company and its affiliates or members of the board or managerial members of affiliated companies. For this, conditional capital in the amount of €0.9 million (Conditional Capital VI) is to be kept available. Additionally, several charter amendments are to be decided.
TecDAX
LEONI AG	ord. AGM	30.04.2013	10:00	90471 Nürnberg	in der Frankenhalle derNürnbergMesse GmbH, Messezentrum	20.03.2013
	The Agenda for the ordinary AGM of LEONI AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. LEONI AG earned balance-sheet profits of €50.05m last business year. Of the profits, €49m is to be paid out as dividend and €1,05m carried forward to a new account. The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
SGL Carbon SE	ord. AGM	30.04.2013	10:00	65189 Wiesbaden	kurhausplatz 1, im Kurhaus Wiesbaden	21.03.2013
	The Agenda for the ordinary AGM of SGL Carbon SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. SGL Carbon SE earned balance-sheet profits of €25.77m last business year. Of the profits, €14.19m is to be paid out as dividend and €11,58m carried forward to a new account..Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
MTU Aero Engines Holding AG	ord. AGM	03.05.2013	10:00	81925 München	Arabellastraße 6, The Westin Grand München, Eingang Ballsaal Foyer	22.03.2013
	The Agenda for the ordinary AGM of MTU Aero Engines Holding AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. MTU Aero Engines Holding AG earned balance-sheet profits of €69.28m last business year. Of the profits, €68.5m is to be paid out as dividend and €0,78m allocated to reserves. .The remuneration of the Supervisory Board is to be re-regulated. The company is in future to be renamed MTU Aero Engines AG. The object of the company is to be adjusted. Additionally, several charter amendments are to be decided.
PUMA SE	ord. AGM	07.05.2013	13:00	91074 Herzogenaurach	PUMA Way 1, im PUMA Brand Center	22.03.2013
	The Agenda for the ordinary AGM of PUMA SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. PUMA SE earned balance-sheet profits of €85m last business year. Of the profits, €7.47m is to be paid out as dividend and €77,53m carried forward to a new account. Elections to the Supervisory Board are to be held. A resolution concerning non-disclosure of the individual remuneration of executive directors is to be taken.
FUCHS PETROLUB AG	ord. AGM	08.05.2013	10:00	68161 Mannheim	Rosengartenplatz 2, im Congress Center Rosengarten, Mozartsaal	27.03.2013
	The Agenda for the ordinary AGM of FUCHS PETROLUB AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. FUCHS PETROLUB AG earned balance-sheet profits of €140.54m last business year. Of the profits, €91.56m is to be paid out as dividend and €48,97m carried forward to a new account. The conversion of FUCHS PETROLUB AG into a European Company (Societas Europaea, SE) is to be decided. The current members of the Supervisory Board of FUCHS PETROLUB AG are to be appointed members of the Supervisory Board of FUCHS PETROLUB SE.
METRO AG	ord. AGM	08.05.2013	10:30	40474 Düsseldorf	Rotterdamer Straße 141 (Rheinufer), Im Congress Center Düsseldorf, CCD Stadthalle	22.03.2013
	The Agenda for the ordinary AGM of METRO AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. METRO AG earned balance-sheet profits of €348.63m last business year. Of the profits, €326.95m is to be paid as dividend and €21,68m carried forward to a new account. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. The use of the net profit may in future be made, as an alternative or in addition to a cash distribution, in the form of a distribution in kind. Revisions or amendments to the existing control and profit-transfer agreements between METRO AG and several subsidiaries are to be agreed. In addition the control and profit-transfer agreements between METRO AG and METRO Siebzehnte Gesellschaft für Vermögensverwaltung mbH and with METRO Achtzehnte Gesellschaft für Vermögensverwaltung mbH in favour of METRO AG are to be agreed. Additionally, several charter amendments are to be decided.
Wacker Chemie AG	ord. AGM	08.05.2013	10:00	81829 München	Am Messesee 6, im Internationalen Congress center München (ICM) auf dem Messegelände München-Riem	21.03.2013
	The Agenda for the ordinary AGM of Wacker Chemie AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Wacker Chemie AG earned balance-sheet profits of €654.37m last business year. Of the profits, €29.81m is to be paid out as dividend and €624,56m carried forward to a new account. Elections to the Supervisory Board are to be held.
Celesio AG	ord. AGM	16.05.2013	10:00	70372 Stuttgart	Mercedesstraße 69, in der Porsche-Arena	04.04.2013
	The Agenda for the ordinary AGM of Celesio AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Celesio AG earned balance-sheet profits of €53.52m last business year. Of the profits, €51.03m is to be paid out as dividend and €2,49m carried forward to a new account. .Approval of the system of executive remuneration is to be decided. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. .Furthermore, the Company is to be authorized to issue option and / or convertible bonds, with the possibility of excluding subscription rights. For this, conditional capital in the amount of €21.77m (Conditional Capital 2013) is to be kept available. Additionally, several charter amendments are to be decided.
HUGO BOSS AG	ord. AGM	16.05.2013	10:00	70629 Stuttgart	im Internationalen Congresszentrum Stuttgart ICS, Messepiazza, Saal C1	03.04.2013
	The Agenda for the ordinary AGM of HUGO BOSS AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. HUGO BOSS AG earned balance-sheet profits of €219.69m last business year. Of the profits, €215.33m is to be paid out as dividend and €4,32m carried forward to a new account. The conclusion of agreed changes to existing control and profit-transfer agreements is to be agreed. Additionally, several charter amendments are to be decided.
Gildemeister AG	ord. AGM	17.05.2013	10:00	33602 Bielefeld	Willy-Brandt-Platz 1, im Saal 1 der Stadthalle Bielefeld	04.04.2013
	The Agenda for the ordinary AGM of Gildemeister AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Gildemeister AG earned balance-sheet profits of €24.65m last business year. Of the profits, €20.43m is to be paid out as dividend and €4,22m carried forward to a new account. .Elections to the Supervisory Board are to be held. The company is in future to be renamed DMG MORI SEIKI AKTIENGESELLSCHAFT. Additionally, several charter amendments are to be decided.
Aareal Bank AG	ord. AGM	22.05.2013	10:30	65189 Wiesbaden	Kurhausplatz, im Kurhaus Wiesbaden	10.04.2013
	The Agenda for the ordinary AGM of Aareal Bank AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. €5m allocated to reserves. The profits of €5m are to be fully allocated to reserves. Elections to the Supervisory Board are to be held. Additionally, several charter amendments are to be decided.
NORMA Group AG	ord. AGM	22.05.2013	10:00	60311 Frankfurt am Main	Taunustor 2, im Japan Center, Taunustor Conference-Center	10.04.2013
	The Agenda for the ordinary AGM of NORMA Group AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. NORMA Group AG earned balance-sheet profits of €32.85m last business year. Of the profits, €20.71m is to be paid out as dividend and €12,14m carried forward to a new account. Frau Erika Schulte is to be elected to the Supervisory Board. The conversion of NORMA Group AG into a European Company (Societas Europaea - SE) is to be decided. The appointment of the members of the first Supervisory Board of the SE is to take place.
Salzgitter AG	ord. AGM	23.05.2013	11:00	38102 Braunschweig	Leonhardplatz 1, in der Stadthalle Braunschweig	15.04.2013
	The Agenda for the ordinary AGM of Salzgitter AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Salzgitter AG earned balance-sheet profits of €15.1m last business year. Of the profits, €15.02m is to be paid out as dividend and €0,08m carried forward to a new account. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. Furthermore, the Company is to be authorized to issue option and convertible bonds, participation rights and / or income bonds or a combination of these instruments, with the possibility of excluding subscription rights. For this, conditional capital in the amount of €71.26m (Conditional Capital 2013) is to be kept available. The existing authorization and Conditional Capital are to be cancelled. Additionally, several charter amendments are to be decided.
Klöckner & Co SE	ord. AGM	24.05.2013	10:30	40474 Düsseldorf	Stockumer Kirchstraße 61, im Congress Center Düsseldorf (CCD Ost), Messe Düsseldorf	12.04.2013
	The Agenda for the ordinary AGM of Klöckner & Co SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The profits of €7.26m are to be fully allocated to reserves. Elections to the Supervisory Board are to be held. Furthermore, the Company is to be authorized to issue option and / or convertible bonds, with the possibility of excluding subscription rights. For this, conditional capital in the amount of €49.88m is to be kept available. The existing authorization to issue option and / or convertible bonds and Conditional Capital 2011 are to be cancelled. The remuneration of the Supervisory Board is to be re-regulated. Approval of the system of executive remuneration is to be decided. Furthermore, the control and profit-transfer agreement between Klöckner & Co SE and Klöckner Stahl- und Metallhandel GmbH in favour of Klöckner & Co SE is to be agreed. Additionally, several charter amendments are to be decided.
Deutsche Wohnen AG	ord. AGM	28.05.2013	10:30	60311 Frankfurt am Main	Taunustor 2, Taunustor Conference-Center, Japan Center	19.04.2013
	The Agenda for the ordinary AGM of Deutsche Wohnen AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche Wohnen AG earned balance-sheet profits of €33.76m last business year. The profits are to be fully paid out as dividend. Elections to the Supervisory Board are to be held. A new authorized capital of €80.38m (Authorized Capital 2013) is to be created, with the option of excluding subscription rights. The existing Authorized Capital 2012/II is to be cancelled. Furthermore, the Company is to be authorized to issue option and / or convertible bonds and / or profit participation rights with conversion or option rights (or a combination thereof), with the option of excluding subscription rights. For this, conditional capital in the amount of €40.19 million (Conditional Capital 2013) is to be kept available. The current authorization of 06 June 2012 to issue option and / or convertible bonds and Conditional Capital 2012 are to be cancelled. Additionally, several charter amendments are to be decided.
Fraport AG Frankfurt Airport Services Worldwide	ord. AGM	31.05.2013	10:00	65929 Frankfurt am Main	Pfaffenwiese 301, in der Jahrhunderthalle Frankfurt	19.04.2013
	The Agenda for the ordinary AGM of Fraport AG Frankfurt Airport Services Worldwide starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fraport AG Frankfurt Airport Services Worldwide earned balance-sheet profits of €115.54m last business year. Of the profits, €115.17m is to be paid out as dividend and €0,37m allocated to reserves. Elections to the Supervisory Board are to be held. The existing authorized capital is to be replaced by a new one of €3.5 million. Additionally, several charter amendments are to be decided. .
BayWa AG	ord. AGM	04.06.2013	10:00	81823 München	ICM Internationales Congress Center München, Messegelände	24.04.2013
	The Agenda for the ordinary AGM of BayWa AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. BayWa AG earned balance-sheet profits of €22.32m last business year. The profits are to be fully paid out as dividend. Elections to the Supervisory Board are to be held. A new authorized capital of €10m (Authorized Capital 2013) is to be created, with the possibility of excluding subscription rights. Furthermore, amendments and revisions of existing profit-transfer agreements of the Company and various subsidiaries and the conclusion of a control and profit-transfer agreement with BayWa Agrar Beteiligungs GmbH in favour of BayWa AG are to be agreed. Additionally, several charter amendments are to be decided. .
KUKA AG	ord. AGM	05.06.2013	10:00	86159 Augsburg	Gögginger Straße 10, im Kongresszentrum Kongress am Park Augsburg	19.04.2013
	The Agenda for the ordinary AGM of KUKA AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. KUKA AG earned balance-sheet profits of €8.29m last business year. Of the profits, €6.78m is to be paid out as dividend and €1,51m carried forward to a new account. Elections to the Supervisory Board are to be held. Approval of the system of executive remuneration is to be decided. Furthermore, the Company is to be authorized to issue option and / or convertible bonds, income bonds and equity interests (or a combination thereof), with the option of excluding subscription rights. For this, conditional capital in the amount of €39.93 million (Conditional Capital 2013) is to be kept available. The current authorization to issue option and / or convertible bonds, income bonds and equity interests is to be cancelled. The existing Conditional Capital 2010 is to be reduced to €4.16 million. Additionally, several charter amendments are to be decided.
STADA Arzneimittel AG	ord. AGM	05.06.2013	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Congress Center Messe Frankfurt, Congress Ebene 2, Saal Harmonie	26.04.2013
	The Agenda for the ordinary AGM of STADA Arzneimittel AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. STADA Arzneimittel AG earned balance-sheet profits of €31.55m last business year. Of the profits, €29.62m is to be paid out as dividend and €1,93m carried forward to a new account. The existing authorized capital is to be replaced by a new one of €77.13 million. Furthermore, the Company is to be authorized to issue option and / or convertible bonds, equity interests and/or income bonds (or a combination thereof), with the option of excluding subscription rights. For this, conditional capital in the amount of €69.19 million (Conditional Capital 2013) is to be kept available. The current authorization to issue option and / or convertible bonds, equity interests and/or income bonds is to be cancelled. The Company is tobe authorized to purchase its own shares and use them, to the exclusion of shareholders' subscription and tender rights. The existing authorization shall accordingly be revoked. Elections to the Supervisory Board are to be held. The remuneration of the Supervisory Board is to be re-regulated. Additionally, several charter amendments are to be decided.
Gerry Weber International AG	ord. AGM	06.06.2013	10:00	33790 Halle	Weserstraße 14, im GERYY WEBER Event-Center, am GERRY WEBER Stadion	25.04.2013
	The Agenda for the ordinary AGM of Gerry Weber International AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Gerry Weber International AG earned balance-sheet profits of €60.71m last business year. Of the profits, €34.43m is to be paid out as dividend, €20m allocated to reserves and €6,28m carried forward to a new account. .The Company's existing authorized capital is to be cancelled. A new Authorized Capital of €22.95 million (Authorized Capital 2013) is to be created, with the option of excluding subscription rights. Furthermore, the Company is to be authorized to issue option and / or convertible bonds, with the possibility of excluding subscription rights. For this, conditional capital in the amount of €4.59m (Conditional Capital 2013) is to be kept available. The modification of existing control and profit-transfer agreements between GERRY WEBER International AG and several subsidiaries is to be agreed. Additionally, several charter amendments are to be decided.
MAN SE	ord. AGM	06.06.2013	10:00	81829 München	Am Messesee, auf dem Gelände der Messe München GmbH, Internationales Congress Center München (ICC), Zugang über ICM, Hallen C1 und C2	26.04.2013
	The Agenda for the ordinary AGM of MAN SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. MAN SE earned balance-sheet profits of €167.7m last business year. Of the profits, €147.04m is to be paid out as dividend and €20,67m carried forward to a new account. Elections to the Supervisory Board are to be held.. The Annual General Meeting is in future be held at the company headquarters or at the headquarters of a German stock exchange or in a German city with more than 100,000 inhabitants. In addition, the conclusion of a control and profit-transfer agreement between MAN SE and Truck & Bus GmbH in favour of Truck & Bus GmbH is to be agreed. Additionally, several charter amendments are to be decided.

 

 

 

 

Politics

Germany still without a quota for women

The black-yellow coalition has let the introduction of a mandatory quota for women on supervisory boards fail in the Bundestag. In the roll-call vote 598 votes were cast. 320 representatives of the CDU and FDP, as expected, voted with the majority against the red-green initiative to introduce such a scheme. There were no dissenters in the CDU / CSU. A total of 277 MPs voted for the bill. There was one abstention. Black-yellow has over 330 of the total 620 votes in the Bundestag. The coalition and the opposition had previously accused one another of insincerity. The plan, also supported by Ursula von der Leyen (CDU), was to introduce a quota for women on supervisory boards of listed companies and gradually increase it to 40 per cent.  The Labour Minister thereby triggered a debate in the CDU on why the Christian Democrats now as a result advocate a 30-per-cent quota from 2020 in their election manifesto.

 

 

 

 

 

People

 

The Aareal Bank has appointed its first woman, Dagmar Knopek, to the Executive Board. From 1 June she is to take over management responsibility for the market areas in the Structured Property Financing segment from Dirk Große Wördemann. He will leave the Board of the Wiesbaden property specialists at his own request on 31 May this year.

 

The Annual General Meeting on 23 May is to elect Andreas Biagosch and Martin Komischke to the Supervisory Board of AIXTRON, as is clear from the agenda for the shareholder meeting. Biagosch worked 28 years for McKinsey in several international projects for the high-tech and other industries, and was a member of McKinsey’s global Shareholder Council. Komischke is CEO of Hoerbiger Holding. Both their extensive experience in areas relevant to the LED equipment manufacturer, as well as the international consulting and industry-based vocational experience of both candidates, were, in addition to the useful additional knowledge and training aspects they bring to the full Supervisory Board, important criteria for the Nomination Committee’s selection and recommendation.

 

Frank Schneider has been newly appointed to the Board of Aurubis from the beginning of May as successor to Michael Landau, with responsibility for the areas of Recycling / Precious Metals and as Labour Director. The 55-year-old comes from Solvay, where he worked since 2002. He was most recently Head of Production and Technology for basic chemicals in Europe. Landau would retire in late May, the leading European copper smelter said on 16 April

 

The Celesio Supervisory Board  is to be re-elected on the capital side at the Annual General Meeting (AGM) on 16 May. After Jürgen Kluge had already made room for ​​ Haniel CEO Stephan Gemkow in December 2012, Professor Julius Michael Curtius and Hubertus Erlen are now to leave the body. Two new figures will then in all probability join the Supervisory Board: Pauline Lindwall and Patrick Schwarz-Schütte should be elected. The Supervisory Board of the pharmaceutical wholesaler includes six representatives each of the employees and the shareholders. While the employees elect their candidates directly, the Supervisory Board proposes the shareholder representatives, which must then get AGM approval. Due to the narrow majority the Duisburg Haniel clan has, the votes are a mere formality.

 

At Deutsche Bank, three shareholder representatives on the Supervisory Board are to be changed. The former chief financial officer of JPMorgan Dina Dublon, the Düsseldorf company lawyer Georg Thoma and the former chief financial officer of UBS John Cryan are to join the body. With these three, the financial sector should become more important on the supervisory board. All three need to be confirmed by the Deutsche Bank Annual General Meeting (AGM) on 23 May. The candidates will replace management consultant and former Arcandor boss Karl-Gerhard Eick, Robert Bosch Industrial Trust’s Managing Director Tilman Todenhöfer and E.ON and Bayer Chairman Werner Wenning. The economist and mathematician Dublon currently teaches at the prestigious Harvard University in the U.S. From November she is to replace Todenhöfer, whose term is ending but will, according to the Bank, run for the period until the end of October only.  Thoma, considered an M & A specialist, works for the international law firm Shearman & Sterling in Düsseldorf and specializes in corporate law. The 52-year-old Cryan works for Temasek, the Singapore sovereign wealth fund. The positions of Henning Kagermann, Suzanne Labarge and Johannes Teyssen also expire at the end of the AGM. They are proposed for re-election. Ver.di will in future have much more say on the Supervisory Board of Deutsche Bank. Through the acquisition of Postbank, its influence has increased. A large part of the Postbank employees are members of the union, which has already frequently been in conflict with the bank.  So Frank Bsirske will also be joining the Supervisory Board of the largest German banking house after the AGM. The union boss was elected as employee representative to the Supervisory Board of the Frankfurt DAX Group on 16 April. That Bsirske, on the Supervisory Board of Deutsche Postbank for the last three years, would also go to the Supervisory Board of Deutsche Bank was since the autumn seen as a foregone conclusion. Together with Timo Heider and Bernd Rose, six members of the twenty-member Board will be Ver.di instead of the previous four. Stephan Szukalski, head of Deutsche Bank’s staff association, joins the body, while Supervisory Board Deputy Chief Karin Ruck did not stand. For now, Ver.di representative Alfred Herling, on the Supervisory Board since 2008, will be Vice Chairman of the body, which among other things appoints the CEO. He is to be elected by the new Supervisory Board after the AGM on 23 May.  Independent employee representative Sabine Irrgang will also join the Supervisory Board.  The occupation of the posts had been hotly debated before the elections, because they are very important for the unions’ balance of power.  Likely soon no longer to be represented are Marlehn Thieme, Stefan Viertel, Renate Voigt and Wolfgang Böhr. The bank would already meet the politically demanded women’s quota. Almost half of the supervisory board is already female. The CDU / CSU aims for a quota of at least 30 per cent; the SPD wants 40 per cent.

 

After more than 23 years at the top of the Supervisory Board of Dürr, Heinz Dürr resigned following the Annual Meeting in Bietigheim-Bissingen on 26 April. Klaus Eberhardt now takes the chair of the machine and plant group’s Supervisory Board. His successor is a down-to-earth man with a lot of experience in a company like Dürr, said the future Honorary Chairman of the Supervisory Board.

 

Guillaume Faury takes over the helm from Lutz Bertling at EADS helicopter subsidiary Eurocopter. The Board of Directors has complied with the request of Bertlings, Chief Executive Officer of Eurocopter and Member of the EADS Group Executive Committee, to leave the company with effect from 30 April. Faury, previously head of research and development for Peugeot, will take up his post at Eurocopter on 1 May.

 

At the forthcoming Annual General Meeting (AGM) of GILDEMEISTER on 17 May Professor Raimund Klinkner is to be elected as the new chairman of the supervisory board. This is evident from the invitation to the AGM. Hans Henning Offen wants to be elected to the body again, but not take the lead. The longtime chairman of the board wants for age reasons to work less.

 

Jürgen Kaiser-Gerwens is to leave his post at Kontron by his own decision on 30 June. Since February 2011, he has been on the board of the embedded-computer computer specialists as CFO and hence responsible for Finance, Treasury, Legal, M&A and internal audit. Kaiser-Gerwens will work closely together with CEO Rolf Schwirz to enable a smooth transition, it was said.

 

After six years as CEO of MTU Aero Engines Holding Egon Behle wants not to renew his contract again, but instead turn to other tasks in his personal life plan from 2014. The supervisory board of Germany’s largest engine manufacturer has appointed Reiner Winkler as Chief Executive Officer from 1 January 2014. Moreover, MTU has appointed Michael Schreyögg, another manager, to the Board from 1 July.

 

The new boss at PUMA is Björn Gulden. Four months after the announced retirement of Franz Koch from the leadership, the ex professional footballer is to lead the company from 1 July, said the sporting-goods manufacturer. The 47-year-old Norwegian is to lead PUMA out of the crisis. The commitment had already been speculated on at the end of February, but Pandora’s CEO then gave a clear denial.

 

After Gerhard Cromme resigned from his position at ThyssenKrupp on 31 March, Kersten von Schenck, seconded by the Krupp Foundation, has now also retired from the Board with immediate effect, it has been reported. Schenck joined the Supervisory Board in 2004 and was representative of the Krupp Foundation on the body from 2008. Carsten Spohr and Lothar Steinebach were seconded by the Alfried Krupp von Bohlen and Halbach Foundation to the Supervisory Board of ThyssenKrupp as successors. The Chairman of the Foundation is Berthold Beitz. According to a statement of 22 April by the industrial group, the membership had immediate effect.  Neither are members of the Board of Trustees of the Krupp Foundation, which may send three representatives of its own to the Supervisory Board without election by the shareholders.

 

Helmut Becker has informed the Supervisory Board that he will not renew his contract but on 1 June join the Board of Tipp24 to handle marketing there. Becker has since September 2009 been a board member and Chief Commercial Officer of XING in Hamburg, responsible for the areas of e-recruitment, events and activities in Switzerland and Austria.

 

 

Telefónica: strong women's team on board

The TecDax company Telefónica Deutschland Holding AG is the new leader of the Women on Board Index. With 50 percent of women in the Supervisory Board and a woman on the Board, the Group is the flagship company in terms of female executives. The parent company Telefónica SA has its headquarters in Spain, by the way – there has been a mandatory quota for women there since 2007. A legal quota of 20 percent female supervisory board members by 2018 was recently rejected by the German coalition government. Shortly before, the association “Frauen in die Aufsichtsräte” (FidAR) had published the numbers of the Women on Board Index.

The index shows the number of women in supervisory boards and management boards of companies listed in the DAX, MDAX, SDax and TecDax. The proportion of women in management positions has increased in the 160 corporations, but only slowly. The number of female supervisory-board members is around 16 percent, an increase of almost four per cent since January 2012. Meanwhile, women on the boards come to a share of just 6 percent. According to FidAR President Monika Schulz-Strelow nearly a quarter of the DAX companies are still female-free at management levels.

Sygnis: dual role on the Board

Peter Willinger, CFO, Sygnis Pharma AG, left the company in late March. He is followed by Pilar de la Huerta Martinez, who now adds the tasks of the CFO to her duties as CEO of the Prime Standard listed company. Before becoming CEO at Sygnis, Martinez had already gained experience as chief financial officer of the Spanish biotech company Zeltia.

When Martinez started at Sygnis in 2012, the company was realigning: Sygnis merged with the Spanish X-Pol Biotech, a subsidiary of Genetrix. Thus, the company put a new focus on molecular diagnostics, and wants to market X-Pol's products and technologies better. In Willinger the biotechnology company loses a loyal companion, who was already on board at the time Sygnis still traded under the name Lion Bioscience AG.

Balda: feud over company inspectors

Listed company Balda AG is making trouble for majority shareholder Elector. They want to force a change on the Supervisory Board of the SDax Group. Elector GmbH, of Berlin, wanted an extraordinary general meeting to replace the three-member Supervisory Board of Balda and so gain control of it. The Balda Board rejected the request for a special meeting of shareholders, however.

Investor Elector, which acquired a 27 percent stake in plastic moulder Balda at the beginning of the year, raises serious allegations: according to an opinion from the Hengeler Mueller law firm, Supervisory Board Chairman Michael Raschke violated the of Corporate Governance Code and prematurely agreed to pay a special dividend. Furthermore, Raschke had approved risky acquisitions and wrongly occupied Supervisory Board positions.

The protagonists of this power struggle are old acquaintances: behind Elector is Berlin lawyer Thomas van Aubel. The current Balda Supervisory Board Chairman Raschke was a partner in the office until 2012. in issues of the Annual General Meeting, however, Balda is supported by another law firm, which last year dealt with disputes between Balda and minority shareholder Octavian.

In the event of a new Supervisory Board, Elector has already named its preferred future candidates: Economics and Restructuring expert Oliver Oechsle, lawyer Frauke Vogler and of course Thomas van Aubel himself.

 

 

 

 

 

Campus

VW last in acceptance of Conduct Code

Although listed companies are not required to follow the recommendations formulated by the Government Commission for the German Corporate Governance Code (GCGC), they must annually disclose the extent to which they deviate from its specifications in the four areas of transparency, diversity, monitoring / control and incentive systems.  Acceptance of the Code is largely a model for the DAX and MDAX companies in Germany. This is now confirmed by an evaluation of the published Compliance Declarations by the Centre for Corporate Governance at the Handelshochschule Leipzig, summarized in the study “Code acceptance in 2013.” Thus, 96.8 per cent of the recommendations of the Code are fulfilled on average. The acceptance, however, varies with size and ownership structure. Thus, the DAX stocks are above the average at 97.7 per cent, with the MDAX lagging behind at 96.1 per cent. Unlike companies that are owned by major shareholders, there is also greater Code acceptance at companies with a high free float. The worst of the study among the DAX corporations is Volkswagen with a total rate of 91.4 per cent (previous year HeidelbergCement). Bottom of the MDAX, unchanged, is ElringKlinger with 87.1 (83.3) per cent. In the coming years, Code acceptance will continue to increase, the study says.

 

 

 

 

 

Capital News

 

The Deutsche Bank announced a billion-dollar capital increase following the close of trading on 29 April. Overall, the Institute placed 90 million new shares at a price of €32.90 apiece by an accelerated procedure. The bank collected a total of €2.96 billion, it announced on 30 April. 2.8 billion euros had previously been targeted. Since the Deutsche Bank managed the capital increase itself, it has no great cost. Compared to other globally active investment banks the largest German bank still lags in capital construction because of the Basel III capital rules. To date, management had precalculated how the bank would comply with the stricter capital requirements of the Basel Committee without a capital increase, which is usually bad for the share price. Now the bank says it has finally got rid of its biggest problem. The share issue is reported likely to lift the core capital ratio to around 9.5 per cent.

 

On their own: equity in German SMEs increases

The equity position of many medium-sized companies has become more tear-resistant, according to a recent survey by business information supplier Creditreform: nearly one third of SMEs have an equity ratio of more than 30 percent of total assets; in the previous year, only 28 percent were able to show such a quota. Only about 28 percent of the companies showed a weak ratio of up to 10 percent, fewer than last year.

The manufacturing sector cuts the best figure: here almost 41 percent of the companies have a rate of more than 30 percent. The construction industry and the service sector have also increased.

Capital adequacy is an important factor for the credit rating of companies. Although mainly large companies still come with a lot of equity, small businesses are now also increasingly actively pursuing a higher equity ratio.

 

Concern about loans: not scarce, but expensive

Although interest rates are historically low, many SMEs fear they cannot get fresh money. The SME Mann + Hummel sees the stricter rules for banks under Basel III as a challenge for many small and medium enterprises. Simply put: under the new rules, loans would need to be refinanced in the banks with the same ongoing financial instruments. Although the new rules will come into force only in 2014, the banks were already gearing up to it.

Experts from the Commerzbank's SME Bank warned especially that the loans would become more expensive. Already, according to the German Chamber of Industry and Commerce, machine builders, say, who need very large sums, or strong research companies have struggled to get new capital. Usually the bank gives a loan only if the applicant is supported by a bank guarantee. The demand for guarantees rose according to Bürgschaftsbank Baden-Wuerttemberg especially in the financial crisis, because it could reduce the risk and lower the cost of credit.

 

 

 

 

 

Director's Dealings

 

Company	Person	Function	Buy / Sell	Total value in Euro	Number of shares	Date
LPKF Laser & Electronics AG	Bentz, Kai	VR	B	9200	500	17.04.2013
LPKF Laser & Electronics AG	Bretthauer, Dr. Ingo	VR-Chef	B	149280	8000	17.04.2013
LPKF Laser & Electronics AG	Bretthauer, Dr. Ingo	VR-Chef	S	80820,4	4166	02.04.2013
LPKF Laser & Electronics AG	Bretthauer, Dr. Ingo	VR-Chef	S	16196,28	834	02.04.2013
LPKF Laser & Electronics AG	Bretthauer, Dr. Ingo	VR-Chef	S	34456,5	1767	05.04.2013
LPKF Laser & Electronics AG	Bretthauer, Dr. Ingo	VR-Chef	S	547,4	28	05.04.2013
LPKF Laser & Electronics AG	Bretthauer, Dr. Ingo	VR-Chef	S	4015,95	205	05.04.2013
Süss MicroTec AG	Averdung, Frank P.	VR-Chef	B	65472,8	7340	12.04.2013
Süss MicroTec AG	Knopp, Michael	VR	B	50250,48	5600	02.04.2013
RWE AG	Tigges, Uwe	VR	B	68484	2600	22.04.2013
euromicron AG	Späth, Dr. Willibald	VR-Chef	B	29200	2000	16.04.2013
Gerry Weber International AG	R + U Weber GmbH & Co. KG		B	163650	5000	04.04.2013
Gerry Weber International AG	R + U Weber GmbH & Co. KG		B	162850	5000	05.04.2013
Gerry Weber International AG	R + U Weber GmbH & Co. KG		B	157500	5000	19.04.2013
HeidelbergCement AG	von Achten, Marina		B	324600	6000	05.04.2013
Klöckner & Co SE	Partalis, William Anthony	VR	B	67128,4	6180	02.04.2013
QIAGEN N.V.	Schatz, Peer	VR-Chef	A1		22995	01.04.2013
QIAGEN N.V.	Schatz, Peer	VR-Chef	S	175278	10635	02.04.2013
KRONES AG	Schawei GmbH		B	270000	5000	26.04.2013
Bayer AG	Zühlke, Oliver	AR	S	1557,2	20	06.03.2013
Bayer AG	Zühlke, Oliver	AR	S	3973	50	23.04.2013
STADA Arzneimittel AG	Retzlaff, Hartmut	VR-Chef	B	51074,73	1574	02.04.2013
STADA Arzneimittel AG	Retzlaff, Hartmut	VR-Chef	S	897501	3000	02.04.2013
Brenntag AG	Clark, Stephen R.	AR	B	50856	400	02.04.2013
ElringKlinger AG	Becker, Theo	VR	B	45735,58	2000	04.04.2013
Kontron AG	Plikat, Andreas	VR	B	54080	13000	25.04.2013
Drillisch AG	Choulidis, Paschalis	VR	B	15046500	1050000	23.04.2013
Drillisch AG	Choulidis, Vlasios	VR	B	14974850	1045000	23.04.2013
Drillisch AG	MV Beteiligungs GmbH		S	26367200	1840000	23.04.2013
Drillisch AG	SP Beteiligungs GmbH		S	27943500	1950000	23.04.2013

 

 

 

 

VIPsight Shareholders

in April

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M & A

 

Rhön: Tug of war over clinic operator

Rhön-Klinikum AG, listed in the MDAX and CDax, has filed an appeal against the Bundeskartellamt (Federal Cartel Office). The competition authorities had approved competitor Asklepios to increase its stake in Rhön to 10.1 percent. However, in Rhön the blocking minority is already reached and Asklepios is thus able to block major strategic decisions.

Before Asklepios may increase its stake in Rhön, however, the company has according to the authority's stipulation to sell some facilities in the area of Goslar (Lower Saxony). This is to avoid a dominant position of Asklepios in the region.

However, the hospital operator Rhön-Klinikum holds to its vision of a nationwide distribution network and maintains the Bundeskartellamt's regional view of the situation is short-sighted. The complaint is currently being examined by the Düsseldorf Higher Regional Court; a decision would set a precedent. The hospital operator is confident of the appeal's chances of success, as a nationwide network structure of medicine is significantly hampered by the decision of the cartel investigations.

In order to advance its national plans, the hospital operator had partnered last year with Fresenius. The Dax Group was actually to take over the Prime Standard value Rhön-Klinikum, but both Asklepios and Fresenius's competitor B.Braun Melsungen had torpedoed that with a short-term holding of more than five percent.

PNE Wind: concentrated wind power

Wind farm developer PNE Wind AG, listed in the Prime Standard of the Frankfurt Stock Exchange, has acquired a 54 percent stake in wind farm developer WKN AG. An increase to 80 percent would be considered at a later date, according to management. The Cuxhaven company will pay the purchase price of approximately €50 million in cash and shares,. The issuance of a corporate bond of 100 million euros is planned, to refinance the acquisition in part.

WKN supplements PNE, among other things, in the project regions France, Poland and Italy. PNE has been involved in projects in Germany, Hungary, Romania, Bulgaria, Turkey, the United Kingdom, the United States and Canada. The Cuxhaven firm in 2012 generated sales of approximately €84.4 million and a net profit of about €17 million. WKN is smaller, with a net profit of €6.6 million. The WKN brand will continue in Husum. The majority shareholder of the Husum company has been Volker Friedrichsen Beteiligungs-GmbH.

Chinese technology hunger: sights on the German Mittelstand

The German Mittelstand is a popular destination of Chinese acquisitions, as numerous examples from the year 2012 show. The Swabian company Putzmeister is now part of the Chinese concrete pumps group Sany. LDK Solar now holds two thirds of Sunways. Kiekert, manufacturer of car locking systems in North Rhine-Westphalia, was taken over by Beijing automotive supplier Hebei Lingyun. Logistics company Rhenus Mitgard or concrete pump maker Schwing are also in the hands of Chinese corporations.

In German SMEs investors find, according to a study by the Bertelsmann Stiftung, many world leaders with technological know-how, established distribution channels and high brand awareness. The acquisitions were made mostly by Chinese private companies, not state groups.

Another study by the Technical University of Munich and the Munich Innovation Group confirms the acquisition trend. According to this analysis, Chinese investors are oriented at key technologies predetermined by the government and target German companies to buy. The numerous acquisitions in recent years were facilitated primarily by the financial crisis. Many German SMEs might have had no optimal negotiating position.

In search of access to high technology and technological know-how, however, the 50 Chinese buyers examined by the Technische Universität München focused after the acquisition primarily on knowledge transfer and productive cooperation rather than technology drain to China. Many wanted to expand their market position through a European foothold and build a strategic base, for example, to study the European and U.S. market or to circumvent EU customs and import regulations.

Both studies emphasize that the reservations about investors from the Middle Kingdom were unfounded. Chinese direct investment had a mostly positive effect on the value added in Germany and the commitments had in most cases kept jobs and locations in Germany.