AEG 21604 G Instrukcja Użytkownika Pobierz pdf (Strona 291)

100

101

F-50

The interests of Directors and related parties in the shares and warrants of the Company at September 30, 2010

were as follows:

War-

rants

No. of shares / war-

rants

Sellers

Foun-

ders Total

Foun-

ders

Brock and

Brock

Trust Ripplewood

AEG PS

mgmt.

Sub-total

Founding shares/

warrants

...............................

- - - - 6,000,000 6,000,000 4,500,000

Public shares/warrants

.........

2,522,681 14,793,696 626,108 17,942,485 2,000,000 19,942,485 2,000,000

Sub-total

.............................

2,522,681 14,793,696 626,108 17,942,485 8,000,000 25,942,485 6,500,000

Escrow shares - tax

.............

64,747 395,365 16,733 476,844 - 476,844

Escrow shares – earn

out ................................

.......

323,733 1,976,823 83,664 2,384,220 - 2,384,220

Sub-total

.............................

388,480 2,372,188 100,397 2,861,064 - 2,861,064 -

Total

................................

2,911,161 17,165,884 726,505 20,803,549 8,000,000 28,803,549 6,500,000

The shares were held in escrow at September 30, 2010 and December 31, 2009. Accordingly they had not been distributed to the sellers.

The number of shares shown under each seller in the table above is based on the number of shares that would have been allocated had the

shares been distributed at September 30, 2009 pro rata to the existing shareholding of each seller. The total number of shares held in es-

crow for tax and earn out is 500,000 and 2,500,000 respectively. The difference between these and the number shown in the table above

relates to shares attributable to former AEG PS shareholders other than Ripplewood, Brock and AEG PS management.

The Founding Shareholders are Prof. Dr. h.c. Roland Berger, Dr. Dr. h.c. Thomas Middelhoff and Florian

Lahnstein all of whom are or have been Directors of the Company. They hold their shares and warrants individu-

ally and, as regards Florian Lahnstein, also through LCP1 Limited ("LCP1"). The Founding Shares and Warrants

held by LCP1 Limited were transferred to Stichting Administratiekantoor Germany1 Acquisition Limited, a

Dutch foundation (the “Foundation”). The Founding Shares held by the Foundation cannot be transferred, ex-

changed or released before one year from the date of acquisition of AEG PS, without the consent of Deutsche

Bank AG London branch (the "Manager").

In February 2010, the Manager agreed to the transfer of 250,000 Founding Shares to the Company. This transfer

was completed in July 2010. The effect of this transfer was to reduce goodwill on the acquisition of AEG PS and

to reduce equity by the same amount as the shares were recorded as treasury shares.

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