Parent enterprises (section 290) taking recourse to an organised market within the meaning of section 2 (7) of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), by way of shares of stock with voting rights they have issued, furthermore are to state the following in the consolidated management report:
1. the composition of the subscribed capital, separately showing the rights and duties that each class entails as well as the proportion of the capital held;
2. restrictions on voting rights or on the transfer of shares of stock, also as may result from agreements made among shareholders, insofar as the company’s board of management is aware of them;
3. direct or indirect participating interests in the capital that comprise more than ten per cent of the voting rights;
4. the holders of shares of stock endowed with special rights granting powers of control and a description of such special rights;
5. the nature of the voting control if employees hold a share in the capital and do not directly exercise their rights of control;
6. the stipulations of the law and of the statutes regarding the appointment of the members of the board of management and their removal from office, as well as the stipulations regarding amendments to the statutes;
7. the powers of the board of management, in particular as regards the possibility of issuing shares of stock or repurchasing them;
8. material agreements of the parent enterprise that are subject to a change of control clause in the event of a takeover bid and the effects resulting therefrom;
9. compensation agreements the parent enterprise has concluded with the members of the board of management or with employees for the case of a takeover bid.
The particulars required in sentence 1, nos. 1, 3 and 9, may be omitted insofar as they are to be provided in the notes to the consolidated financial statements. The particulars required in sentence 1 are to be provided in the notes to the consolidated financial statements, a reference thereto will be included in the consolidated management report. The particulars required in sentence 1 number 8 may be omitted insofar as they are suited to be seriously prejudicial to the parent enterprise; the duty to provide information pursuant to other stipulations of the law remains unaffected.