VIPsight - June 2011

COMPANIES

Green light for stock-exchange merger

There is now next to nothing in the way of the merger of Deutsche Börse with the New York Stock Exchange (NYSE) Euronext. The U.S. technology exchange Nasdaq OMX, together with the U.S. commodities exchange ICE, withdrew its offer in mid-May on the grounds that the antitrust authorities have not given the merger their approval. The NYSE's shareholders are to agree to the merger on 7 July. Deutsche Börse shareholders have until 13 July to accept the swap offer.

 

Telekom deal shaky?

The acquisition of Deutsche Telekom subsidiary T-Mobile USA by AT&T may fail because of the U.S. regulatory agency in charge of the phone market, FCC, who fear a dominant position held by AT&T. According to FTD, the Bonn firm would get about five billion dollars from a failure.

 

No dividend at Gagfah

Germany's largest listed property company Gagfah remains under attack. The City of Dresden sued the Luxembourg-based company in March because the company is said after the purchase of 48,000 homes to have infringed the first-refusal right for tenants agreed upon with the municipality. The penalty sought by the City amounts to 1.08 billion euros. Gagfah, however, stated the company believes the claims are unfair and unfounded. The company will therefore make no provisions for a threat of damages, according to its investor-relations manager Rene Hoffmann. Only two million euros for legal fees had been set aside. But that is not all: Gagfah Chief William Brennan used insider knowledge in the sale of 4.7 million shares in February, claimed the news magazine Der Spiegel. Gagfah, 60.09 percent of which belongs to U.S. investment fund Fortress, posted first-quarter income after tax of 24.0 million euros. Nevertheless, for the first time since a long time, shareholders are to receive no dividend for the first quarter. Meanwhile, the German fund DWS and Allianz Global Investors have got rid of their Gagfah shares completely.

 

K + S sells fertilizer division

Back in June of 2010, the fertilizer Group K+S put its Compo division, bringing together fertilizer and compost for domestic use as well as professional products for the horticulturalist, up for sale. Now the management has stated that negotiations are in the final stages and should be completed by the end of June. According to Financial Times Deutschland there are two potential buyers still in the race. The purchase price was estimated at 200 million euros. Compo forecasts a turnover of €450 million and EBITDA of €30 million for 2011. About six companies had looked into the division’s books, including private equity firms like Triton and OEP.

 

ThyssenKrupp restructures

The new ThyssenKrupp CEO Heinrich Hiesinger wants to sell off about one-quarter of the large conglomerate as part of a restructuring. Up for sale are the stainless-steel business, the automotive-supplies division and the shipyard Blohm + Voss. If the reconstruction succeeds, Hiesinger can plug the proceeds into the reduction of net debt, which currently stands at 5.8 billion euros. By the end of 2012, the new CEO wants to be finished with the programme. For the stainless-steel sector, with a turnover of 5.9 billion euros, the Group is also considering an IPO.

 

VW steamrollers MAN

In mid-May Germany's largest carmaker built up its equity stake in the commercial-vehicle manufacturer MAN to 30.47 percent. The official tender offer is now due to be presented in late May and run for four weeks. VW said it would offer €95 for the ordinary shares and €60 for the less popular preference shares. Here, BaFin has calculated, the weighted average price for one ordinary share is only €87.23, so that the VW offer is higher than formally required. VW had announced it would first seek a 35 to 40 percent share in MAN. A complete takeover, which would cost around ten billion euros, is not needed in order to combine the two truck makers MAN and its Scandinavian rival Scania as planned. VW holds 71 ​​percent of Scania. The candidate list for the MAN Supervisory Board, which should be chosen at the next general meeting on 27 June, already has three of VW's top executives, who together with Supervisory Board Chairman Piëch and Audi Chairman Rupert Stadler, both of them already on the MAN Supervisory Board and candidates again, would occupy five of the eight seats on the capital side. The approval of antitrust authorities for the merger is still pending. A further hurdle on the MAN side is still the agreement with the Arab state fund IPIC, which took over MAN’s Ferrostaal subsidiary, but now wants to get rid of it again because of the involvement in the MAN bribery scandal.

 

Porsche rewards preference shareholders

The observer might see it as a generous gesture, and it was also announced as such. The ordinary shareholders of Porsche SE, and so the Porsche and Piëch families as well as the State of Qatar, waive profit-sharing in the five-month short fiscal year 2010 to allow the preferred stock a rich dividend at €0.50 per share, a total of €80 million. The annual report had first announced €0.094 for the ordinary shares and €0.10 for the preference shares. That the family shareholders now selflessly give up a distribution has two reasons. First, they would like to thank the non-voting preference shareholders for their loyalty over the past two meager dividend years, especially since the capital increase in April by 65.63 million each of ordinary and preference shares raised the subscribed capital from €175 million to €306.3 million, or the same number of shares, said the group. The proceeds of 4.9 billion euros were invested in debt reduction. Secondly, as a useful side effect, critical shareholders could be "pacified". The corporate-governance expert Christian Strenger, the Deka-Bank and the Norwegian Norges Pension Fund had already applied last year to Stuttgart Regional Court for an order for a special audit. They wanted to screen the severance payments to former Porsche CEO Wendelin Wiedeking and then CFO Holger Härter. Both were responsible for dubious stock-option transactions, which ultimately made Porsche’s takeover battle with VW fail. Wiedeking and Härter received severance payments totaling €62.5 million after they left. Investors are now signalling that they will not pursue the appointment of a special auditor any further, says Porsche.

 

Too low a bid at Demag Cranes

The takeover bid by Terex for Demag Cranes open until 30 June has as expected met with little enthusiasm from investors. By 25 May, just 216,978 shares in the German crane manufacturer had been tendered to the U.S. construction company, corresponding to 1.02 percent of the share capital and voting rights. Terex is offering €41.75 per share. The market, however, is speculating on a higher price, hoping for a counter-offer from the Finnish competitor Konecranes. The share was quoted at over €45 at the end of May.

 

Klatten increases stake in SGL

Susanne Klatten plans to expand her stake in SGL Carbon within the next twelve months to 29 percent. Her investment company SKion had exceeded the threshold of 25 percent at the graphite specialists, and on 11 May held 26.98 percent of the voting rights, the Wiesbadeners announced on 18 May. But there were no takeover plans. Volkswagen, which holds about ten percent of SGL, is currently also not interested in going beyond that threshold.

 

Tognum bidders hold more than one-third

Daimler and Rolls-Royce hold more than one third of the shares in Tognum. On 25 May the buyers held a good 36 percent of the popular engine manufacturer from Lake Constance, as a release on 26 May showed. So they have cracked the lowered minimum acceptance threshold of 30 percent before the time limit of 1 June. Originally, the two bidders had indicated 50 percent. The full synergies of the transaction can, however, be secured only at three quarters. After the initial offering met with resistance and much criticism from Tognum shareholders, the increase in the offer by two euros to €26 per share brought the turning point.

 

 

 

Buhlmann's Corner

Germany, where are your thinkers?

Internationally, Germany is switched off and the national government revolves around the River Spree. According to this “political leadership,” ethical quality among corporate executives is limited to a single individual. Though there are unambiguously scintillating members, other than Hambrecht there are no practitioners or economists on the so-called German Ethics Commission for consideration of future energy policy, so that the government cannot be blamed.

Granted, sometimes business is not very farsighted either. We can see this at the otherwise exemplary Deutsche Bank. Hadn’t the last shareholder meeting, by 60 percent, expressed an opinion clearly critical of the remuneration model? After all, more than two-fifths of the voting shareholders had said no to the proposal formulated by the Supervisory Board. True, the law rescues the members; it says that a German shareholder opinion is only a recommendation. But shareholders don’t like being shut out.

It has already been said and written that the Supervisory Board ought at least to make amends and that there is a need for clarification vis-à-vis the owners. Nevertheless, the Supervisory Board tried last month to dodge the vote, without comment or time limit. The SoP (say-on-pay) issue was not on the agenda – that must not be repeated in 2012. Not only ISS (the renamed Risk Metrics) but Hermes too have told Deutsche Bank in no uncertain fashion that such behaviour in 2012 will logically lead to the question of discharge or even to withdrawal of shareholder confidence in the Supervisory Board – Glass Lewis already refused discharge in 2011. Now you may well ask: is it an opportunity or a problem for a Supervisory Board member to get a second black mark on his copybook?

The Supervisory Board has, without any actual need but with great intensity, allowed the question of succession to the board chairmanship to fall like an all-embracing shadow over the only internationally significant bank without government support needs in the confidence crisis in 2009 and thereafter. It could offer neither a clear concept nor a solution mechanism for this; it said only: “there is a transparent process and the predecessor is involved.” The process is indeed so transparent that outside the Supervisory Board no outlines are visible; and that a board should influence succession to itself is as common as it is against all rules of good corporate governance.

Maybe it’s a sign that the Praktiker AGM, shortly after the Deutsche Bank SoP vote, voted consistently, with 78 percent opposed – the first message from the company announced the management still winning the vote (honi soit qui mal y pense). Now a small-cap has a chance to show the big Deutsche Bank what one ought to do with democratic shareholder votes. It is to be hoped that the positions vis-à-vis the Deutsche Bank will not get blurred in eleven months. Courage is called for, my dear Supervisory Board members, as again with the vote at the Fraport AGM, where they could vote, but preferred to leave the determination of the Supervisory Board up to the judge. The solution took only a daring shareholder motion, but then it turned out that it really does work and actually does not hurt – decent corporate governance.

 

 

 

ACTIONS CORNER

On 18 May, in San Francisco, California, a civil compensation suit against Daimler for multiple murder, torture and other human-rights violations against workers in its Argentine plant was allowed before the Court of Appeal. 22 Argentines, who want to call the car company to account for the disappearance of at least 14 unwelcome trade unionists and Works Council members in its consolidated subsidiary in the years 1976 and 1977 during Argentina's military dictatorship, are preparing the action.

 

The U.S. government has filed a civil suit in a federal district court in New York against Deutsche Bank and its subsidiary Mortgage IT, demanding a total of one billion dollars. It concerns fraud in connection with mortgage-financing transactions. The bank and its mortgage subsidiary repeatedly gave false information regarding the quality of mortgages so as to benefit from the Federal Housing Administration Program, alleges the petition. Regardless of borrowers’ ability to pay, the mortgages were introduced into the government insurance program and subsequently sold.

 

On 3 May Deutsche Bank confirmed that the city of Los Angeles too has filed a lawsuit in connection with the abandonment of hundreds of foreclosed homes and for wrongful eviction. It says the bank is the biggest exploiter in the metropolis and has violated federal, state and local law. LA is calling for compensation payments worth hundreds of millions of dollars for itself and numerous inhabitants. The leading German bank feels wrongly accused. In their role as trustees they were not responsible for the foreclosures.

 

Rolf-Ernst Breuer on 25 May rejected a settlement in criminal proceedings in which he is charged with attempted fraud. The former Deutsche Bank chief executive denies having lied in court in connection with the Kirch bankruptcy, and urges acquittal. The court could not prove collusion to the detriment of Kirch. On 19 May Josef Ackermann as a witness denied the accusation that they had deliberately driven the Kirch media group into a corner in early 2002, in order to obtain an advisory mandate for winding up the group. Similarly, added Clemens Börsig, no one on the board had been interested in taking on a mandate to restructure the media group.

 

Deutsche Telekom is in a dispute with its major shareholder over 112.5 million euros it had to fork out for a settlement with shareholders in the United States. U.S. investors had accused the telecommunications group in a class action after the IPO of, among other things, not having given enough information in the prospectus about the state of negotiations on the Voicestream acquisition. The former state company is, according to the German Federal Court of Justice, assuming that it has a claim for compensation. The federal government had not only profited from the IPO, but at the time brought about the settlement as the dominant company, and must therefore pay.

 

Former T-Online shareholders have failed at the German Federal Constitutional Court with their constitutional complaint against the court-set additional payment after the merger into Deutsche Telekom. The court dismissed the case on the grounds that no constitutional rights had been violated. Entities of enterprises, including corporations, can be fused together by absorption. The eleven complainants were shareholders of the formerly publicly traded Telekom subsidiary, which suffered losses after its IPO in 2000 and was merged with the parent in 2005.

 

The Ingolstadt District Court has set the first hearing, after a complaint by Erich Kellerhals against METRO. The personal appearance of the parties was ordered for 19 July. The minority shareholder accuses the holding company of the Media Markt and Saturn chains of wanting to deprive minority shareholders at Media-Saturn of their co-decision rights. The parent company has, however, stressed it wanted appropriate exercise of the rights deriving from its majority share of 75 percent. The Kellerhals holding company holds 21 percent of the retail group

 

A Texas jury has imposed a penalty of $345,000,000 against SAP for infringement of a Versata Software patent. The German software giant is considering taking action against its legal defeat. In the four-year-old patent dispute with the largely unknown U.S. company, the DAX group had been sentenced in 2009 to a payment of nearly $138,000,000, which ​​the Walldorf firm had also made. But the proceedings were re-opened, because the damage calculation was incorrect. A court ruling has now laid down a more expensive figure, towards which the payments already made ​​will be charged.

 

Munich District Court is staying the bribery trial of Thomas Ganswindt for a cash payment in the amount of €175,000. The accused has to pay the sum to charities. The guilt of the former Siemens executive was less than originally predicted, reasoned the court’s decision. The prosecution had charged him, in connection with the corruption scandal, with knowledge of illegal payments, breach of supervisory duties and tax evasion. In the civil case Siemens is seeking five million euros in damages; proceedings are to begin in October.

 

A Court of Arbitration of the International Chamber of Commerce in Paris has ruled that Siemens breached contracts in connection with its exit from the former joint venture Areva NP. The content of the infringements was not announced. The German technology company has to pay its nuclear partner €648 million plus interest. This is the highest amount the arbitrator could set. In addition, the Court confirmed a competition clause under which the DAX group may make no competition in nuclear technology with the French until September 2013. The Munich group is asking the European Commission to verify the validity of the clause.

 

 

 

 

AGM Dates

Company	Event	Date	Time	Place	Address	Published on
DAX
MAN SE	ord. AGM	27.06.2011	10:00	81829 München	Am Messesee 6, Messegelände	19.05.2011
	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. The decision on discharge to ex board member Mr Klaus Stahlmann is to be postponed. MAN SE earned balance-sheet profits of €296.09m last business year. The profits are to be paid out as a dividend of €2.0 per share entitled to dividend and the remainder carried forward to a new account. The system of remuneration for board members is to be approved. Elections and re-elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted.
MDAX
Rhön-Klinikum	ord. AGM	08.06.2011	10:00	65929 Frankfurt am Main	Pfaffenwiese	29.04.2011
	The Agenda for the ordinary AGM of Rhön-Klinikum AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Rhön-Klinikum AG earned balance-sheet profits of €51.15m last business year. Of the profits, €51.14m is to be paid out as dividend and €0.01m carried forward to a new account. The system of remuneration for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights. Additionally, several charter amendments are to be decided. Resolutions are to be taken on assent to the conclusion of profit-transfer agreements with Klinik für Herzchirurgie Karlsruhe GmbH, Klinik Kipfenberg GmbH Neurochirurgische und Neurologische Fachklinik, Herzzentrum Leipzig GmbH and Klinikum Meiningen GmbH.
KRONES	ord. AGM	15.06.2011	14:00	93073 Neutraubling	Regensburger Str. 9	05.05.2011
	The Agenda for the ordinary AGM of KRONES AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. KRONES AG earned balance-sheet profits of €16.61m last business year. Of the profits, €12.07m is to be paid out as dividend and €4.55m carried forward to a new account. Elections and re-elections to the Supervisory Board are to be held. An authorized capital of up to €10.0m is to be decided. Supervisory Board pay is to be adjusted.
BayWa	ord. AGM	15.06.2011	10:00	81823 München	Saal 14b, ICM	04.05.2011
	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 €17.05m last business year, which are to be fully paid out as dividend. The existing Authorized Capital is to be replaced by a new one of €12.5m.
STADA Arzneimittel	ord. AGM	16.06.2011	10:00	60327 Frankfurt am Main	Ludwig-Erhard-Anlage 1, Congress Center Messe Frankfurt, Saal Harmonie	06.05.2011
	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 €24.28m last business year. Of the profits, €21.75m is to be paid out as dividend and €2.54m carried forward to a new account. The system of remuneration for board members is to be approved. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights.
Deutsche EuroShop	ord. AGM	16.06.2011	10:00	20355 Hamburg	Holstenwall 12, Handwerkskammer Hamburg	06.05.2011
	The Agenda for the ordinary AGM of Deutsche EuroShop AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Deutsche EuroShop AG earned balance-sheet profits of €56.79m last business year, which are to be fully paid out as dividend. Additionally, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €10.0m is to be kept available. The system of remuneration for board members is to be approved.
Hamburger Hafen	ord. AGM	16.06.2011	10:00	20355 Hamburg	Am Dammtor/Marseiller Straße 2	05.05.2011
	The Agenda for the ordinary AGM of Hamburger Hafen und Logistik AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Hamburger Hafen und Logistik AG earned balance-sheet profits of €165.7m last business year. Of the profits, €41.73m is to be paid out as dividend and €123.97m carried forward to a new account. The system of remuneration for board members is to be approved. A resolution is to be taken authorizing the purchase and use of own A-shares. Additionally, a special resolution of A-shareholders and one of S-shareholders on the purchase and use of own shares are to be taken. Mr Michael Pirschel is to be elected to the Supervisory Board.
Brenntag	ord. AGM	22.06.2011	09:00	40474 Düsseldorf	Stockumer Kirchstraße 61, CCD Ost	12.05.2011
	The Agenda for the ordinary AGM of Brenntag AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Brenntag AG earned balance-sheet profits of €96.8m last business year. Of the profits, €72.1m is to be paid out as dividend and €24.7m allocated to reserves. The system of remuneration for board members is to be approved.
ProSieben	ord. AGM	01.07.2011	10:00	81829 München	Am Messesee 6, Internationales Congress Center München	23.05.2011
	The Agenda for the ordinary AGM of ProSiebenSat.1 Media AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. ProSiebenSat.1 Media AG earned balance-sheet profits of €3.1m last business year. Of the profits, €0.24m is to be paid out as dividend and €2.86m carried forward to a new account.
Fielmann	ord. AGM	07.07.2011	10:00	20457 Hamburg	Adolphsplatz 1, Handelskammer Hamburg	26.05.2011
	The Agenda for the ordinary AGM of Fielmann AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Fielmann AG earned balance-sheet profits of €100.8m last business year, which are to be fully paid out as dividend. The existing Authorized Capital is to be replaced by a new one of €5.0m.
Südzucker	ord. AGM	21.07.2011	10:00	68161 Mannheim	Congress Center Rosengarten	20.05.2011
	The Agenda for the ordinary AGM of Südzucker AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Südzucker AG earned balance-sheet profits of €104.15m last business year, which are to be paid out as dividend. A small sum of €4,100m is to be carried forward to a new account. A new election of one member to the Supervisory Board is to be held. A resolution is to be taken on assent to a company-transfer agreement between Südzucker Aktiengesellschaft Mannheim/Ochsenfurt and Hellma Gastronomie-Service GmbH.
TecDAX
Bechtle	ord. AGM	07.06.2011	10:00	74072 Heilbronn	Allee 28, Konzert- und Kongresszentrum Harmonie	26.04.2011
	The Agenda for the ordinary AGM of Bechtle AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €15.75m are to be fully paid out as dividend. A resolution is to be taken on assent to the conclusion of a control and profit-transfer agreement between Bechtle Aktiengesellschaft and Bechtle Grundstücksverwaltungsgesellschaft mbH.
Kontron	ord. AGM	07.06.2011	10:00	85356 Freising	Luitpoldanlage 1, Luitpoldhalle	27.04.2011
	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 €16.6m last business year. Of the profits, €11.11m is to be paid out as dividend and €5.48m carried forward to a new account. New elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. The existing Authorized Capital is to be replaced by a new one of €27.84m. The existing Conditional Capital is to be cancelled. Additionally, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €16.88m is to be kept available.
Nordex SE	ord. AGM	07.06.2011	11:00	18055 Rostock	Lange Straße 40, Konferenzzentrum des Radisson Blu Hotel	21.04.2011
	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. Nordex SE earned balance-sheet profits of €13.32m last business year. Of the profits, €10.64m is to be allocated to reserves and €2.67m carried forward to a new account. Additionally, several charter amendments are to be decided. Additionally, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €15.09m is to be kept available. A resolution is to be taken on the new authorization to issue shares against contributions in cash and/or kind and creation of a new Authorized Capital I of up to €14,7m. Re-elections to the Supervisory Board are to be held.
JENOPTIK	ord. AGM	08.06.2011	11:00	99423 Weimar	UNESCO - Platz 1, congress centrum neue weimarhalle	26.04.2011
	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. The system of remuneration for board members is to be approved.
Gigaset	ord. AGM	10.06.2011	10:00	81541 München	Hochstr. 77, Paulaner am Nockherberg	13.04.2011
	The Agenda for the ordinary AGM of Gigaset AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The balance-sheet profits of €46.12m are to be fully carried forward to a new account. Elections and re-elections to the Supervisory Board are to be held. Supervisory Board pay is to be adjusted. A resolution on a new share option plan 2011 making it possible to issue option rights on new bearer shares in the company to executives and other key employees of the company and its affiliated companies is to be taken. For this, a new Conditional Capital 2011 of up to €1.3m is to be created.
EVOTEC	ord. AGM	16.06.2011	10:00	22335 Hamburg	Flughafenstr. 1-3, Radisson Blu Hotel Hamburg Airport	09.05.2011
	The Agenda for the ordinary AGM of EVOTEC AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The system of remuneration for board members is to be approved. New elections to the Supervisory Board are to be held.. The existing Authorized Capital is to be increased to up to €23.64m (Authorized Capital 2008). Additionally, the company is to be authorized to issue option and convertible bonds. For this, conditional capital of €1.2m is to be kept available. A resolution is to be taken on authorization to purchase own shares and use them pursuant to §71(1)(8) AktG in connection with the statutory payment of the Supervisory Board. The company is again to be authorized to purchase its own shares and use them, possibly excluding shareholders’ subscription and tendering rights.
SÜSS MicroTec	ord. AGM	21.06.2011	10:00	80333 München	Max-Joseph-Straße 5, Haus der Bayerischen Wirtschaft	11.05.2011
	The Agenda for the ordinary AGM of SÜSS MicroTec AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. The existing Authorized Capital is to be replaced by a new one of €6.5m. A resolution is to be taken on assent to the conclusion of a profit-transfer agreement between the company as controlling company and SUSS MicroTec Lithography GmbH as controlled company. Additionally, a resolution is to be taken on the change from bearer shares to personal shares. New elections to the Supervisory Board are to be held.
Wirecard	ord. AGM	22.06.2011	10:00	80333 München	Max-Joseph-Str. 5, Haus der Bayerischen Wirtschaft	16.05.2011
	The Agenda for the ordinary AGM of Wirecard AG starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Wirecard AG earned balance-sheet profits of €19.02m last business year. Of the profits, €10.18m is to be paid out as dividend and €8.84m carried forward to a new account. Re-elections to the Supervisory Board are to be held. An amendment to the AGM resolution of 17 June 2010 on authorization to purchase own shares and use them is to be taken. Additionally, an amendment to the AGM resolution of 18 June 2009 on creation of Authorized Capital 2009/I is to be taken. The share option plan 2008 is to be cancelled. The registered office is to be moved to Aschheim bei München.
Q-Cells	ord. AGM	23.06.2011	10:00	04356 Leipzig	Messe-Allee 1, CCL Congress Center Leipzig	12.05.2011
	The Agenda for the ordinary AGM of Q-Cells SE starts with the usual items, like presentation of annual accounts and discharge to the company bodies. Q-Cells SE earned balance-sheet profits of €1.61m last business year, which are to be fully paid out as preference dividend for 2010 and 2009. The system of remuneration for board members is to be approved. A by-election to the Supervisory Board is to be held. Additionally, the company is to be newly authorized to issue option and convertible bonds. For this, conditional capital of €81.8m is to be kept available. A new Authorized Capital of up to €88.17m (Authorized Capital 2011) is to be created. Additionally, several charter amendments are to be decided.
freenet	ord. AGM	30.06.2011	10:00	20355 Hamburg	Am Dammtor/Marseiller Straße, Congress Center Hamburg	24.05.2011
	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 €282.26m last business year. Of the profits, €102.41m is to be paid out as dividend and €179.85m carried forward to a new account. The system of remuneration for board members is to be approved. Elections to the Supervisory Board are to be held. The object of business is to be updated.The existing Authorized Capital is to be replaced by a new one of €19.0m.

 

 

 

 

Politics

IASB adopts new rules

In mid May, the International Accounting Standards Board (IASB) adopted several new accounting standards that were set up as a consequence of the financial crisis. Key points include new Fair Value Measurements (fair value) and new rules for consolidation of shareholdings. In line with the U.S. Financial Accounting Standards Board (FASB), the IASB formulated the IFRS 13 standard, that in troubled markets where adequate price discovery and therefore quantifying the fair value is not possible, internal methods of calculating the fair value should be allowed. IFRS 13 is now to merge the rules hitherto distributed over different accounting standards. The IASB and FASB are, however, divided over the rules for consolidation. The IASB had earlier come under criticism over the relevant IFRS standards 10, 11 and 12. Here, discretion as to whether a company should be consolidated is significantly expanded and made strongly dependent on circumstances. The new rules will make it difficult for analysts and investors to compare company financial statements clearly, was the criticism. The FASB has already announced it does not want to apply the standards to American companies.

 

CDS short selling again allowed

At their meeting in mid May, the EU finance ministers were able to agree that naked short selling of equities and government bonds should be banned altogether. Germany, in May 2010, set a ban on naked short selling of stocks, bonds and credit default derivatives (credit default swaps, CDSs) on track. Now Berlin has demanded that naked short selling of so-called CDSs on sovereign debt should be banned throughout Europe, but failed in Brussels. In CDS short sales, speculators buy the credit derivative on a government bond, relying on a deterioration in credit quality of the country concerned, thereby making the insurance gain in value. Some experts have identified such CDS speculation as a reason for the financial crisis. Others argue that not speculation in CDSs but in government bonds themselves could have exacerbated the crisis. A prohibition of such CDS short-selling could make the liquidity of government bonds fall significantly, creating problems in refinancing public debt, is the fear. In order to advance the talks, Germany has accepted the Council’s position for the time being, so that negotiations with the EU Commission and EU Parliament can start. Germany, however, had it minuted that it seeks a ban on uncovered short sales of CDSs. In early March the Economic and Monetary Affairs Committee in Parliament also voted for such a ban.

 

Fight over bank regulation

Since the end of December 2010, the new keystones for banking regulation, known as the Basel III rules, have been available. The implementation is still problematic. In the latest chapter in the debate over the capital and liquidity rules, a fiery letter is doing the rounds. In it, finance ministers from seven EU countries, including Britain, Spain and Sweden, but not Germany, reject the European Commission’s bill: it is a retreat from the Basel-III regulations, the argument goes, and thus hurts financial stability in Europe and undermines the credibility of the EU. The stumbling block is particularly the desire to see Basel III as the maximum rule, so that individual Member States generally cannot require higher capital ratios from their banks. The Seven want to see Basel III as a minimum requirement and in principle demand much more freedom for national watchdogs. Another criticism is that the Commission has only presented a regulation, not a directive. While a regulation will be directly implemented into national law, the countries want the freedom a directive gives to formulate a law of their own. The responsible Internal Market Commissioner Michel Barnier claims against this that his plans come very close to the Basel III rules. They provide that banks must in the future hold seven percent common equity, and that this capital be liable first for losses. In addition, it should be possible in the event of market turmoil to impose an emergency regulation on faltering banks, under which they would be subject to conditions. The German banking associations also secured that the new rules should apply regardless of the legal form of the bank. Thus in future non-joint-stock groups such as the savings and cooperative banks could not count silent contributions towards their hard core capital, if they do not meet these criteria.

 

 

 

 

People

Bernd Drouven will retire from Aurubis at the end of the year at his own request. The Supervisory Board cannot yet present a successor. Its personnel committee have begun the search for successors in the short term. According to the Hamburger Abendblatt the CEO of Europe's largest copper smelter was dissatisfied with its major shareholder, Salzgitter.

 

Achim Kassow is leaving Commerzbank at his own request and on 1 August becomes CEO at the Oldenburgische Landesbank. The Supervisory Board met his request to end his mandate as of 12 July. The board member had already had to give up the retail division in October and was now only responsible for Eastern Europe, which will in future be co-supervised by personnel director Ulrich Sieber.

 

At the end of this year's freenet General Meeting on 30 June Thorsten Kraemer will resign. The Supervisory Board Chairman cites "personal reasons" for his withdrawal. Former RTL head Helmut Thoma will also retire then. The wireless telephony company on 20 May suggested two new candidates for the Supervisory Board: accountant Hartmut Schenk and Niclas Rausche. Schenk is currently Chairman of the Supervisory Board at Drillisch and will resign this post in the event of his election. In the middle of the month, the Supervisory Board extended the contracts of Christopher Vilanek (CEO) to the end of 2015 and Joachim Preisig (CFO) to the end of 2014. Drillisch had recently revived old merger rumors by the last significant increase in its stake in freenet.

 

Wolfgang Schäfers is to succeed Gerhard Niesslein as board spokesman, said IVG Immobilien on 17 May. The acting CEO of the Bonn-based real estate group will for personal reasons not renew his management contract expiring in October 2011. The Supervisory Board will immediately start discussions to complete the management team again.

 

At the MAN General Meeting on 27 June Volkswagen is to claim the majority on the Supervisory Board with a total of five seats among the eight shareholder representatives - even though the major shareholder does not hold a majority of the Munich-based company’s capital. This is based on the list of candidates it published on 17 May. In addition, Martin Winterkorn, Jochem Heizmann and Hans Dieter Pötsch, three VW executives also on the Supervisory Board of Scania, are to move on to the Supervisory Board. The truck manufacturer acknowledged that the proposed appointment of the three Wolfsburg representatives is against the recommendations of the German Corporate Governance Code. This kind of choice would however facilitate cooperation with Scania, and therefore be in the interest of the group, MAN justified its view. After Renate Köcher was not available for re-election, Angelika Pohlenz will in future be the only female representative on the monitoring body. Ulf Berkenhagen, Rudolf Rupprecht and Heiner Hasford will, however, vacate their chairs on the Supervisory Board. Ferdinand Piëch, however, is venturing another five-year period. The Volkswagen patriarch wants to merge MAN and Scania. Several experts also criticized the dual role of the 74-year-old as chief overseer of both VW and MAN. It was unclear whether Piëch would mostly represent the interests of MAN shareholders or of Volkswagen. This was a blatant contradiction, not resolvable in one person, said Union Investment fund manager Ingo Speich in the FAZ.

 

Q-Cells announced on 5 May that Gerhard Rauter has resigned his Supervisory Board office at his own request with immediate effect,. The Supervisory Board had complied with that request at its meeting. Rauter had since October 2007 been COO (Chief Operations Officer) for the photovoltaic company, most recently responsible for production and technology.

 

 

 

Campus

EU discusses Corporate Governance

Back in April, the European Commission presented its Green Paper The European Corporate Governance Framework. The 28-page booklet outlines a framework for a European Corporate Governance Code and is to serve as a basis of discussion for the creation of uniform European rules of conduct. This Green Paper focuses on three topics: the role of non-executive directors or supervisory-board members, shareholder participation and the “comply or explain” principle. The paper also, however, raises the questions whether for corporate-governance measures firm size should play a role, and whether the rules ought not to apply to non-listed companies too. Whether the paper will lead to enforceable and binding initiatives still remains open. Comments on the proposals may be posted at the address This email address is being protected from spambots. You need JavaScript enabled to view it. until 22 July 2011.

 

Puma puts figures on environmental impact

Sports-goods manufacturer Puma published the world’s first ecological profit-and-loss account in mid-May. The Herzogenaurach firm puts the damage to the environment caused by the company in the past year through the production and sale of sports goods at a total of €94.4 million. By the disclosure, the Group intends to make transparent the environmental impact incurred throughout the value chain from water consumption and greenhouse-gas emissions. All production stages from raw-material production, such as the cultivation of cotton, via raw-material processing to manufacturing and transporting the products, administration and distribution are included in the calculation. While the damage from greenhouse gases emitted is estimated at €47 million, Puma gives its water consumption as €47.4 million euros. Costs of around €66 per tonne of CO₂ and €0.81 per cubic meter of water are taken as a basis. Puma’s core business accounts for 15 percent of the greenhouse-gas emissions and 0.001 percent of the water use. The bulk of the damage is generated in the supply chain. The ecological profit-and-loss account has no direct impact on Puma’s net income, but is intended to raise awareness of the ecological footprint companies cause through their activities. Puma has developed the list with the two consultants PwC and Trucost. In a second step the group plans to create a social profit-and-loss account, targeting fair wages as well as safety and working conditions. In the third step Puma CEO Jochen Zeitz will present a complex assessment of the social and economic benefits of Puma’s commercial activities, including job creation as well as tax payments and charitable initiatives. The environmental issue has concerned the group since last year. In early 2010, Puma announced the target to make its packaging 100 percent sustainable by 2015, saving 25 percent of the CO₂, energy and water. In addition, sustainable materials and recycled polyester are to be used in production.

 

Dividends sharply up

The 30 largest German technology companies are distributing higher dividends than ever before, at 540 million euros for the last financial year. This is shown by an analysis from shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW). However, the TecDAX remains far below the Dax in distributions. In Germany’s first stock-exchange league, a total of 26.5 billion euros will be paid out to shareholders. This total, while still below pre-crisis levels, is up 30 percent from last year. Over all companies listed in the Prime Standard, total dividend for 2010 grew by 31.7 percent to 31.1 billion euros.

 

DSW complains of DAX forecast reports

A study by shareholder association Deutsche Schutzvereinigung für Wertpapierbesitz (DSW) and consultancy Kirchhoff Consult has come to the conclusion that the quality of the DAX forecast reports, at an average of 7.4 pages long, is very varied. The DSW calls for more transparency in the forecasts. The figures available internally were often kept from the public, said DSW Chief Executive Ulrich Hocker. FMC and Bayer landed next to Henkel in the highest category. Transparency had significantly improved at Merck too, after the company had been criticized for its 2008 report. Volkswagen at ten pages has one of the longest forecast reports, but still ends up in the category of "low transparency". Similarly "unusable" as at VW is the transparency of the forecasts at BASF, Beiersdorf, DaimlerChrysler, HeidelbergCement and Lufthansa, said Hocker.

 

High Transparency	Medium Transparency		Low Transparency
Bayer	adidas	Allianz	BASF
Deutsche Post	BMW	Commerzbank	Beiersdorf
E.ON	Deutsche Bank	Deutsche Börse	Daimler
Fresenius Medical Care	Deutsche Telekom	Fresenius SE	Deutsche Lufthansa
Henkel	Infineon	K+S	HeidelbergCement
METRO	Linde	MAN	Volkswagen
RWE	Merck	Munich Re
	SAP	Siemens
	ThyssenKrupp

(Source: Kirchhoff Consult)

 

Poor service

The Cologne-based agency NetFederation has taken a closer look at distribution practice for the printed annual reports of 110 companies in the DAX, TecDAX and MDAX. The agency gave points for the ordering process, service, technology and the usability of the entire process. In 78 of 110 companies, the report can be ordered online. Delivery times stretched from one working day up to two weeks. Only 31 reports were adequately packaged. From eight companies, the agency received no print version mailed. Only nine companies indicated the online version of the report when ordering, while 45 companies provide the report in another language. In only 18 cases was the report available as a subscription. In the overall ranking NetFederation named Bayer as number one.

 

 

 

 

Capital News

On 22 May Commerzbank announced the modalities of its rights offering. The capital increase is worth 5.3 billion euros. Overall, the bank is putting 2.44 billion new shares with dividend rights on the market as from 1 January, at a price of €2.18 per unit. The number of shares nearly doubles, to 5.11 billion. For existing shareholders, the capital increase will mean a significant dilution of their shares. They were offered the new shares for subscription at an eleven to ten ratio. The bank received more than 18 billion euros in State aid during the financial crisis.

 

Klöckner & Co has set going its announced capital increase by about 50 percent, to arrange for more acquisitions of distributors and service centres. The capital increase will now be conducted in full and 33.25 million new shares at a par value of €2.50 will be issued. The subscription price is set at €15.85 and the subscription ratio is two to one. The subscription rights can be exercised until 9 June. The share capital will thereby be increased by a maximum of 83 million euros, to up to 249 million. The gross proceeds would according to the steel trader amount to about 527 million euros.

 

 

 

Director's Dealings

 

Company	Person	Function	Buy / Sell	Total value in Euro	Number of shares	Datum
Aareal Bank	Christian Graf von Bassewitz	SB	S	4.830	3.000	19.04.2011
Aareal Bank	Christian Graf von Bassewitz	SB	B	31.500	2.000	29.04.2011
Aareal Bank	Hans W. Reich	SB-Head	S	14.265	7.925	27.04.2011
Aareal Bank	Hans W. Reich	SB-Head	B	13.073	830	29.04.2011
Aurubis	Helmut Wirtz	SB	B	80.280	2.000	02.05.2011
BASF SE	Max Dietrich Kley	SB	B	9.849	150	11.05.2011
BASF SE	Robert Oswald	SB	B	8.577	130	09.05.2011
DEUTSCHE BANK	Kevin E. Parker		S	1.800.000 USD	30.000	16.05.2011
DEUTSCHE BANK	Fabrizio Campelli		S	44.005	1.013	04.05.2011
Deutsche Post	Dr. Stefan Schulte	SB	B	49.990	3.816	26.05.2011
Dialog	Mohamed Djadoudi	MB	S	2.210.540	152.451	18.05.2011
Dialog	Mohamed Djadoudi	MB	Exercising an Option	17.928	152.451	18.05.2011
Dialog	Gary Duncan	MB	S	2.688.050	185.000	11.05.2011
Dialog	Gary Duncan	MB	Exercising an Option	21.275	185.000	11.05.2011
Evotec	Dr. Werner Lanthaler	MB-Head	B	26.686	10.000	18.05.2011
freenet	Dr. Christof Aha	SB	B	98.890	11.000	25.05.2011
Fresenius	Rainer Baule	MB	Exercising an Option	489.532	12.000	23.05.2011
Fresenius	Dr. Ben J. Lipps	MB	Exercising an Option	4.824.101	97.846	19.05.2011
Fresenius	Dr. Ulf M. Schneider	MB-Head	Exercising an Option	990.275	20.004	18.-19.05.2011
Fresenius	Dr. Gerd Krick	SB-Head	Exercising an Option	1.216.596	23.220	16.-20.05.2011
HeidelbergCement	VEM Vermögensverwaltung GmbH		B	19.227.132	401.756	20.-23.05.2011
HeidelbergCement	Dr. Albert Scheuer	MB	B	176.350	3.688	12.05.2011
Henkel	Christoph Henkel		S	8.565.684	171.657	19.05.2011
Henkel	Christoph Henkel		Option	-	260.716	11.05.2011
Henkel	Caroline Hamelmann		S	714.019	14.554	09.05.2011
K+S	Dr. Thomas Nöcker	MB	B	104.786	2.000	12.05.2011
LANXESS	Bernhard Düttmann	MB	B	41.307	700	11.05.2011
LANXESS	Dr. Axel Heitmann	MB-Head	B	330.055	5.500	11.05.2011
LEONI	Klaus Probst	MB-Head	B	177.500	5.000	16.05.2011
LEONI	Ralf Huber	SB	B	5.325	150	12.05.2011
LEONI	Annemarie Thoma		S	175.000	5.000	21.04.2011
LEONI	Ernst Thoma	SB	S	346.000	10.000	21.04.2011
MTU	Dr. Joachim Rauhut	SB	B	101.683	2.000	04.05.2011
Phoenix Solar	Dr. Andreas Hänel	MB-Head	B	50.950	3.000	11.-24.05.2011
PUMA	Klaus Bauer	MB	Exercising an Option	-	2.071	10.05.2011
PUMA	Klaus Bauer	MB	S	470.013	2.071	10.05.2011
PUMA	Antonio Bertone	MB	S	522.666	2.303	10.05.2011
PUMA	Antonio Bertone	MB	Exercising an Option	-	2.303	10.05.2011
PUMA	Stefano Caroti	MB	Exercising an Option	-	2.763	10.05.2011
PUMA	Stefano Caroti	MB	S	627.063	2.763	10.05.2011
PUMA	Melody Harris-Jensbach	MB	S	1.358.977	5.988	10.05.2011
PUMA	Melody Harris-Jensbach	MB	Exercising an Option	-	5.988	10.05.2011
PUMA	Reiner Seiz	MB	S	209.021	921	10.05.2011
PUMA	Reiner Seiz	MB	Exercising an Option	-	921	10.05.2011
PUMA	Jochen Zeitz	MB-Head	Exercising an Option	-	34.547	10.05.2011
PUMA	Jochen Zeitz	MB-Head	S	7.840.442	34.547	10.05.2011
QIAGEN	Werner Brandt	SB	S	11.029 USD	512	02.05.2011
QIAGEN	Werner Brandt	SB	Addition	-	1.394	29.04.2011
QIAGEN	Erik Hornnaess	SB	S	15.644 USD	727	02.05.2011
QIAGEN	Erik Hornnaess	SB	Addition	-	1.394	29.04.2011
QIAGEN	Manfred Karobath	SB	S	15.652 USD	727	02.05.2011
QIAGEN	Manfred Karobath	SB	Addition	-	1.394	29.04.2011
QIAGEN	Detlev Riesner	SB-Head	S	15.634 USD	727	02.05.2011
QIAGEN	Detlev Riesner	SB-Head	Addition	-	1.394	29.04.2011
QIAGEN	Heino von Prondzynski	SB	Addition	-	1.394	29.04.2011
QIAGEN	Heino von Prondzynski	SB	S	11.024 USD	512	02.05.2011
RATIONAL	Gabriella Meister		S	1.775.600	10.000	12.05.2011
RHÖN-KLINIKUM	Detlef Klimpe	SB	B	16.513	980	16.05.2011
Salzgitter	Wolfgang Eging	MB	B	99.600	2.000	23.05.2011
Salzgitter	Dr. Heinz Jörg Fuhrmann	MB-Head	B	98.680	1.956	23.05.2011
SGL CARBON	SKion GmbH		B	74.434.147	2.135.000	11.-17.05.2011
SGL CARBON	Robert J. Köhler	MB-Head	S	450.473	13.000	12.05.2011
SGL CARBON	Armin Horst Bruch	MB	S	343.140	10.000	04.05.2011
Sky Deutschland	Christian Seiter		S	17.055	5.000	12.05.2011
STRATEC Biomedical	Bernd M. Steidle	MB	S	582.042	20.000	15.04.2011
STRATEC Biomedical	Marcus Wolfinger	MB-Head	S	582.042	20.000	15.04.2011
Wacker Chemie	Dr. Rudolf Staudigl	MB-Head	S	101.400	600	09.05.2011

 

 

 

VIPsight Shareholders

in June

VIPsight Shareholder ID <click here>

 

 

 

Event Diary

7 July 2011 Internationale Umstrukturierung von Konzernen [International Restructuring of Corporations]

Organizer: DAI; Venue: DVFA Center im Signaris, Mainzer Landstrasse 37-39, Frankfurt am Main; Cost: €900, info: 069 2915-0

 

 

 

Reading suggestions

Guserl, Richard, and Pernsteiner, Helmut, Finanzmanagement [Financial Management]

Gabler Verlag, 620 pp, € 44.95, ISBN 978-3-8349-0278-8

This textbook links the theoretical aspects of financial management with central issues in the field. It clearly shows the financial bases of management and explains the tools and concepts of financial management. Practical examples and success stories from top experts in financial management illustrate the models.