Takeover-related disclosures
Composition of subscribed capital
The share capital of CompuGROUP Holding AG is EUR 53,219,350 and is subdivided into 53,219,350 no-par bearer shares with the security identification code 543730 (ISIN: DE0005437305). Since 4 May 2007, the shares have been traded on the regulated market of the Frankfurt Stock Exchange (Prime Standard). Taking into consideration the treasury shares held by the company in the amount of 3,022,868 shares, there is voting capital of 50,196,482 common shares.
Restrictions pertaining to voting rights or the transfer of shares
Restrictions of voting rights of the shares can result from the provisions of the German Companies Act (Aktiengesetz, hereinafter AktG). This primarily results in shareholders being subject, under certain conditions, to a voting prohibition and, in accordance with § 71b AktG, the Company is not entitled to vote on the basis of its treasury shares.
The shareholder group of the Gotthardt family/Dr Koop consisting of the natural persons Mr Frank Gotthardt, Dr Brigitte Gotthardt, Dr Daniel Gotthardt and Dr Reinhard Koop as well as the affiliated legal entities attributable to them hold a total of more than 50 percent of the voting shares.
Two effectively separate concluded pooling agreements, first between Mr Frank Gotthardt, GT1 Vermögensverwaltung GmbH, Dr Brigitte Gotthardt and Dr Daniel Gotthardt, and secondly between GT1 Vermögensverwaltung GmbH and Dr Reinhard Koop result in the attribution of 11,900,623 shares to the share pool, reflecting 23.71 percent of shares with voting rights.The purpose of both pooling agreements is, among other things, to safeguard a consistent exercise of the voting rights with respect to the shares of CompuGROUP Holding AG. Mr Frank Gotthardt as well as GT1 Vermögensverwaltung GmbH are holding additional shares which are not attributable to the share pool. Due to the high probability of a consistent exercise of the voting rights accordingly to the terms of the share pool it can be a proportion of voting rights of 48.15 percent assumed.
Half of the shares allocated to the members of the management board within the framework of the stock option program in May 2007 were subject to a holding period of two years. This holding period has ended in April 2009.
The treasury shares reported in the company assets does not have voting rights.
Interests in capital exceeding 10 percent of the voting rights
In addition to the major shareholder group Gotthardt family/Dr Koop, General Atlantic LLC holds 8,782,085 of the shares with voting rights. Based on all shares with voting rights, this results in a shareholding of 17.50 percent for General Atlantic LLC.
