Merck 2008 Annual Report Download - page 34

MANAGEMENT REPORT OF THE MERCK GROUP 29
24 Responsibility
26 Merck shares
30 Pharmaceuticals business sector
50 Chemicals business sector
12 Overall economic situation
14 Economic development
of Merck
15 Financial position and results
of operations
60 Corporate and Other
61 Risk report
64 Report on expected developments
64 Subsequent events
As of December 31, 2008, the following shareholders reported their holdings in Merck
shares to the company in accordance with the German Securities Trading Act:
– Barclays Bank PLC, London (United Kingdom): 5% – 10%
– Capital Group Companies Inc. Los Angeles (United States): 5% – 10%
– Sun Life Financial Inc. Toronto (Canada): 5% – 10%
– Fidelity International Ltd., Hamilton (Bermuda): 3% – 5%
– Templeton Investment Counsel LLC, Fort Lauderdale (United States): 3% – 5%
Merck continues to aim for a more balanced regional distribution of shareholders with
a targeted Investor Relations program, concentrating primarily on long-term focused
investors.
Information on capital and shares
As of the balance sheet date, the company’s subscribed capital is divided into 64,621,125
no par value bearer shares plus one registered share. The holder of the registered
share is E. Merck Beteiligungen KG (until and including December 31, 2008 E. Merck
Beteiligungen OHG). It is entitled and obliged to appoint one-third of the members of
the Supervisory Board representing the limited liability shareholders. If the holder of
the registered share is a general partner, he or she has no such right of appointment.
The transfer of the registered share requires the company’s approval. The approval is
granted at the sole discretion of the personally liable general partner with an equity
interest, namely E. Merck KG (until and including December 31, 2008 E. Merck OHG).
As of the balance sheet date, there were no holdings in the company’s share capital
exceeding 10% of the voting rights.
According to the Articles of Association of the company, the general partners not
holding an equity interest who form the Executive Board are admitted by E. Merck KG
with the consent of a simply majority of the other general partners. A person may only
be a general partner not holding an equity interest if he or she is also a general partner
of E. Merck KG. In addition, at the proposal of E. Merck KG and with the approval of all
general partners not holding an equity interest, further persons may be appointed to
the Executive Board who are not general partners not holding an equity interest.
The Articles of Association of the company can be amended by a resolution of the
Annual Meeting that requires the approval of the general partners. The resolutions of
the General Meeting are, notwithstanding any statutory provisions to the contrary,
adopted by a simple majority of the votes cast. Where the law requires a capital major-
ity in addition to the voting majority, resolutions are adopted by a simple majority of
the share capital represented in the vote.
The Articles of Association of the company specify the authorized share capital.
The Executive Board is authorized, with the approval of the Supervisory Board
and of E. Merck KG, to increase the share capital on one or several occasions until
March 31, 2010 by up to a total of € 29,824,787.20 by issuing new shares against cash
or contributions in kind. The company is not authorized to acquire its own shares.
The company has not entered into any material agreements subject to a change of
control pursuant to a takeover offer nor has it concluded any compensation agree-
ments with the members of the Executive Board or employees in the event of a take-
over offer.