A summary of the acquisition-related disclosures required by section 315(4) of the HGB [Handelsgesetzbuch – German Commercial Code] is given below and explanatory information is provided pursuant to sections 175(2) and 176(1) of the AktG [Aktiengesetz – German Public Companies Act]. Information is disclosed only to the extent that it applies to KSB AG (KSB SE & Co. KGaA since 17 January). In the following, only the term KSB AG will be used.
KSB AG’s share capital amounts to € 44.8 million, of which € 22.7 million is represented by 886,615 no-par-value ordinary shares and € 22.1 million by 864,712 no-par-value preference shares. Each no-par-value share represents an equal notional amount of the share capital. All shares are bearer shares. They are listed for trading on the regulated market and are traded in the General Standard segment of the Frankfurt Stock Exchange.
Each ordinary share entitles the holder to one vote at KSB AG’s Annual General Meeting. Some 84 % of ordinary shares are held by Johannes und Jacob Klein GmbH, Frankenthal (until 4 May 2017, the company operated as Klein Pumpen GmbH), whose shares are majority-owned by KSB Stiftung [KSB Foundation], Stuttgart. The preference shares carry separate cumulative preferred dividend rights and progressive additional dividend rights. Detailed information on the share capital and shareholders holding an interest of more than 10 % is provided in the Notes to the Consolidated Financial Statements. Holders of preference shares are entitled to voting rights only in the cases prescribed by law. The issue of additional ordinary shares does not require the consent of the preference shareholders. Similarly, the issue of additional preference shares does not require the consent of the preference shareholders provided that the subscription rights do not exclude newly issued senior or pari passu preference shares.
The company is authorised by a resolution passed at the Annual General Meeting on 6 May 2015 to purchase, until 5 May 2020, company shares of any type totalling up to 10 % of the current share capital or, if lower, of the share capital at the time of this authorisation being exercised. The Board of Management shall be entitled to: (1) sell company shares purchased on the basis of this authorisation either on the stock exchange or by another means that safeguards the rule of equal treatment of all shareholders, for example by means of an offer to all of the company’s shareholders; (2) sell the acquired shares of the company with the consent of the Supervisory Board, excluding shareholders’ subscription rights, if the shares are sold for cash and at a price that is not materially lower than the market price for company shares of the same type and with the same features at the time of the sale. This authorisation is limited to the sale of shares that overall represent no more than 10 % of the existing share capital on the date on which such authorisation becomes effective or, if the amount is lower, the date this authorisation is exercised. The 10 % limit shall be reduced by the proportional amount of share capital for shares (i) issued within the scope of a capital increase during the term of the authorisation excluding subscription rights pursuant to section 186(3) sentence 4 of the AktG or (ii) to be issued for the purpose of servicing warrants and convertible bonds, provided that the bonds were issued during the term of the authorisation excluding subscription rights pursuant to section 186(3) sentence 4 of the AktG; (3) sell the shares with the consent of the Supervisory Board, excluding shareholders’ subscription rights, to third parties for the purpose of acquiring companies, parts thereof and/or financial interests in companies as well as within the scope of corporate mergers or (4) redeem the acquired shares without any further resolution of the Annual General Meeting in full or in part, including in several partial steps. The redemption may also take place without a capital reduction by adjusting the proportional amount of the other no-par-value shares in the company’s share capital. In such cases, the Board of Management shall be authorised by the Articles of Association to adjust the number of no-par-value shares. KSB AG has not yet made use of this authorisation to purchase treasury shares.
There are no resolutions by the Annual General Meeting authorising the company’s Board of Management to increase the share capital (authorised capital).
In accordance with its Articles of Association, KSB AG was managed by at least two Board of Management members. The Supervisory Board decided on the appointment and termination of the mandate of members of the Board of Management in accordance with the statutory provisions. Since 17 January 2018, KSB Management SE has conducted the business of KSB SE & Co. KGaA. Under the Articles of Association, the management of KSB SE & Co. KGaA is the responsibility of the Managing Directors.
Amendments to the company’s Articles of Association are resolved by the Annual General Meeting. If the amendments only affect the wording of the Articles of Association, they can be made by the Supervisory Board, which operates and is formed in accordance with the regulations of the German Co-determination Act.