Porsche 2011 Annual Report Download - page 17

In the fiscal year 2011 the capital increase committee held three meetings. At its first meeting on
21 March 2011 the capital increase committee approved the resolution of the executive board regarding the
determination of a price span within which the subscription price for the shares of Porsche SE to be newly
issued in connection with the capital increase were to be determined. At the following meeting on 27 March
2011 the committee approved the resolution of the executive board regarding the determination of the spe-
cific subscription price for the newly issued shares and the further details and conditions regarding the capital
increase. At its last meeting on 13 April 2011 the capital increase committee approved the resolution of the
executive board regarding the determination of the final amount of the implementation of the capital increase
and resolved upon an adaption of the wording of Sec. 4 (1) of the articles of association of the company
(share capital) according to the implementation of the capital increase.
Merger committee and committee integrated automotive group, respectively
On 9 June 2011 the supervisory board established the merger committee which was proposed to
pass any resolutions required by law, or otherwise adequate, in connection with the proposed merger of the
company into Volkswagen AG, to the extent that such resolutions are not mandatorily reserved for the plenum
of the supervisory board pursuant to Sec. 107 (3) (3) AktG. The merger committee consisted of four mem-
bers, Messrs. Dr. Wolfgang Porsche, Uwe Hück, Prof. Dr. Ulrich Lehner and Werner Weresch. At its only meet-
ing on 8 September 2011, the merger committee was informed about the status of the ongoing litigation
concerning damage claims against Porsche SE, the investigations, the merger valuation and the negotiations
with Volkswagen AG.
By way of circular resolutions initiated on 20 October 2011 the supervisory board decided to expand
the authority of the merger committee, to increase its number to six members and to change the name of the
committee to "committee integrated automotive group". In addition to its previous tasks the committee ob-
tained the competence to pass, in lieu of the plenum of the supervisory board, any resolutions required by law
or otherwise adequate in connection with the creation of the integrated automotive group. This transfer of
competences was limited, in each case, to the extent that resolutions are not mandatorily reserved for the
plenum of the supervisory board pursuant to Sec. 107 (3) (3) AktG. Following the terms of the supervisory
board's resolution, resolutions in the committee integrated automotive group shall be passed unanimously.
The committee was formed until 31 December 2012.
In addition to the four members mentioned above, Messrs. Dr. Hans Michel Piëch and Hans Baur have
been elected members of the committee integrated automotive group. Mr. Bauer's office in the supervisory
board and, thus, his office in the committee integrated automotive group ended on 31 December 2011. The
supervisory board nominated Mr. Hansjörg Schmierer as Mr. Baur's successor in the committee, subject to Mr.
Schmierer's appointment as a member of the supervisory board by the local Court of Stuttgart which has
taken place subsequently on 23 January 2012.
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