As of the balance sheet date, the company’s subscribed capital is divided into 64,613,125 no par value bearer shares as well as one registered share. The holder of the registered share is 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 OHG. There are 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 OHG 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 OHG. In addition, at the proposal of E. Merck OHG 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 Annual Meeting are, notwithstanding any statutory provisions to the contrary, adopted by a simple majority of the votes cast. Where the law requires a capital majority 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 OHG, 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 agreements with the members of the Executive Board or employees in the event of a takeover offer.