Therefore, the IHO shareholders may be in a position to have resolutions passed which only require a simple majority. Moreover, this shareholding may provide the IHO shareholders with a majority of the votes present at the general shareholders’ meetings (assuming that not more than 90% of the share capital will be present at such general shareholders’ meetings). Such decisions include, but are not limited to, corporate actions (such as capital increases) and certain reorganizations. With this 46% shareholding, the IHO shareholders could block decisions proposed by Vitesco Technologies Group AG to its shareholders, in particular those requiring a three-quarter majority. Schaeffler and Maria-Elisabeth Schaeffler-Thumann, Herzogenaurach, via indirect shareholdings in IHO Verwaltungs GmbH, Herzogenaurach and IHO Beteiligungs GmbH, Herzogenaurach (the IHO shareholders) hold 46% of Continental AG’s shares and voting rights prior to the spin-off and will therefore hold 46% of the shares of Vitesco Technologies Group AG upon completion of the spin-off. Immediately after the spin-off takes effect, the shares in Vitesco Technologies Group AG will be admitted to the Regulated Market (Prime Standard segment) of the Frankfurt Stock Exchange. Continental AG will retain 20,000 shares in Vitesco Technologies Group AG (equal to around 0.05% of the share capital after the spin-off) which will not be spun off in the spin-off and intended to be sold in the market after the spin-off. As consideration for the spin-off, the Continental shareholders will be allocated shares in Vitesco Technologies proportionately to their participation in Continental AG. The annual general meeting of Continental AG approved the spin-off on April 29, 2021. The executive board of Continental AG resolved with the approval of the supervisory board to legally separate the business activities of its Powertrain business area, to be renamed Vitesco Technologies, and to spin-off by way of absorption ( Abspaltung zur Aufnahme) in accordance with the German Transformation Act these business activities to Vitesco Technologies Group AG.
#Continental ag company pdf
Spin-off and transfer agreement - pdf (322KB) between Continental Aktiengesellschaft and Vitesco Technologies Group Aktiengesellschaft of March 18, 2021.
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