Further disclosures
No bearers of shares have any special rights conferring authority to control the Company.
Numerous employees have direct shareholdings in DEUTZ AG. There are no restrictions affecting the direct exercise of rights of control in connection with these shares.
The Technology Project Agreement between DEUTZ and Volvo can be terminated by Volvo for good cause with immediate effect if DEUTZ AG is directly or indirectly acquired by a competitor of Volvo, merged with such a competitor or in any other way falls under the control of such a competitor.
DEUTZ AG took up a syndicated cash line of credit amounting to €265 million in December 2010. Under the terms of the loan agreement, each of the banks involved can demand that the amount that it loaned be repaid within a specified period in the event of a change of control. A change of control for the purposes of the loan agreement is when one or more people acting jointly acquire a (direct or indirect) controlling interest (holding of at least 50 per cent of all shares and/or voting rights in DEUTZ AG).
In the event of a demand for repayment as a result of a change of control, the holders of bonds of US$ 16.2 million and €2.1 million also have the right to demand repayment of these bonds.
If DEUTZ AG needs to repay a considerable proportion of the loans prematurely in the event of a change of control, it needs to raise the necessary funds some other way in the short term.
The agreement between DEUTZ, Bosch and Eberspächer for the establishment and management of a joint venture to produce fully integrated diesel exhaust aftertreatment systems grants stock-purchasing rights to the other parties to the agreement in the event of a change in control in DEUTZ AG. A change in control is deemed to have taken place if a third party directly or indirectly acquires a majority stake in DEUTZ AG or in any other way exercises, or is in a position to exercise, control over DEUTZ AG. A change in control is not deemed to have taken place if a competitor of DEUTZ AG acquires a majority interest in DEUTZ AG.
DEUTZ AG has no indemnification agreements with members of the Board of Management or employees that would come into force in the event of a takeover bid.
Explanatory statement by the Board of Management in connection with sections 289 (4) and 315 (4) HGB
The disclosures contained in the management report and group management report pursuant to sections 289 (4) and 315 (4) HGB relate to arrangements that May be significant in the success of any public takeover bid for DEUTZ AG. It is the opinion of the Board of Management that these arrangements are normal for publicly traded companies comparable with DEUTZ AG.
