Audi 2015 Annual Report Download - page 143

BASIS OF THE AUDI GROUP
DISCLOSURES REQUIRED UNDER TAKEOVER LAW
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DISCLOSURES REQUIRED UNDER TAKEOVER LAW
The following disclosures under takeover law are made pursu-
ant to Section 289, Para. 4 and Section 315, Para. 4 of the
German Commercial Code (HGB).
/CAPITAL STRUCTURE
On December 31, 2015, the issued stock of AUDI AG remained
unchanged at EUR 110,080,000 and comprised 43,000,000
no-par bearer shares. Each share represents a notional share of
EUR 2.56 of the subscribed capital.
/SHAREHOLDERS’ RIGHTS AND OBLIGATIONS
Shareholders enjoy property and administrative rights.
The property rights include, above all, the right to a share in
the profit (Section 58, Para. 4 of the German Stock Corpora-
tion Act [AktG]) and in the proceeds of liquidation (Section 271
of the German Stock Corporation Act [AktG]), as well as a
subscription right to shares in the event of capital increases
(Section 186 of the German Stock Corporation Act [AktG]).
The administrative rights include the right to participate in the
Annual General Meeting and the right to speak, ask questions,
table motions and exercise voting rights there. Shareholders
may assert these rights in particular by means of a disclosure
and avoidance action.
Each share carries an entitlement to one vote at the Annual
General Meeting. The Annual General Meeting elects the
members of the Supervisory Board to be appointed by it, as
well as the auditor; in particular, it decides on the ratification
of the acts of members of the Board of Management and
Supervisory Board, on amendments to the Articles of Incorpora-
tion and Bylaws, as well as on capital measures, on authoriza-
tions to acquire treasury shares and, if necessary, on the con-
ducting of a special audit, the dismissal of members of the
Supervisory Board within their term of office and on liquida-
tion of the Company.
The Annual General Meeting normally adopts resolutions by a
simple majority of votes cast, unless a qualified majority is
specified by statute. A control and profit transfer agreement
exists between AUDI AG and Volkswagen AG, Wolfsburg, as the
controlling company. This agreement permits the Board of
Management of Volkswagen AG to issue instructions. The
profit after tax of AUDI AG is transferred to Volkswagen AG.
Volkswagen AG is obliged to make good any loss. All Audi
shareholders (with the exception of Volkswagen AG) receive
a compensatory payment in lieu of a dividend. The amount of
the compensatory payment corresponds to the dividend that is
distributed in the same fiscal year to Volkswagen AG share-
holders for each Volkswagen ordinary share.
/CAPITAL INTERESTS EXCEEDING 10 PERCENT OF
THE VOTING RIGHTS
Volkswagen AG, Wolfsburg, holds around 99.55 percent of the
voting rights in AUDI AG. For details of the voting rights held
in Volkswagen AG, please refer to the Management Report of
Volkswagen AG.
/STATUTORY REQUIREMENTS AND PROVISIONS UNDER
THE ARTICLES OF INCORPORATION AND BYLAWS ON THE
APPOINTMENT AND DISMISSAL OF MEMBERS OF THE
BOARD OF MANAGEMENT AND ON THE AMENDMENT OF
THE ARTICLES OF INCORPORATION AND BYLAWS
The appointment and dismissal of members of the Board of
Management are stipulated in Sections 84 and 85 of the German
Stock Corporation Act (AktG). Members of the Board of Man-
agement are accordingly appointed by the Supervisory Board for
a period of no more than five years. A renewal of the term of
office, in each case for no more than five years, is permitted.
Section 6 of the Articles of Incorporation and Bylaws further
stipulates that the number of members of the Board of Man-
agement is to be determined by the Supervisory Board and that
the Board of Management must comprise at least two persons.
/AUTHORIZATIONS OF THE BOARD OF MANAGEMENT
IN PARTICULAR TO ISSUE NEW SHARES AND TO
REPURCHASE TREASURY SHARES
According to stock corporation regulations, the Annual General
Meeting may grant authorization to the Board of Management
for a maximum of five years to issue new shares. The meeting
may authorize the Board of Management, again for a maximum
of five years, to issue convertible bonds on the basis of which new
shares are to be issued. The extent to which the shareholders
have an option on these new shares is likewise decided upon by
the Annual General Meeting. The acquisition of treasury shares is
regulated by Section 71 of the German Stock Corporation Act.
/KEY AGREEMENTS BY THE PARENT COMPANY THAT
ARE CONDITIONAL ON A CHANGE OF CONTROL
FOLLOWING A TAKEOVER BID
Pursuant to the agreement concluded between AUDI AG,
BMW AG and Daimler AG on the acquisition of the companies
of the HERE Group and on the associated establishment of
There Holding B.V., Rijswijk (Netherlands), in the event of a
change of control at one party to the agreement it must offer
its shares in There Holding B.V. to the other shareholders for
purchase. If none of the other parties takes on these shares,
the other parties have the right to resolve the winding up of
There Holding B.V. Other than the above, AUDI AG has not
reached any key agreements that are conditional on a change
of control following a takeover bid. Nor has any compensation
been agreed with members of the Board of Management or
employees in the event of a takeover bid.