Tulsi R. Tanti, Chairman and Managing Director of the Suzlon Group, has submitted a request to the REpower Systems AG?s Executive Board to begin negotiations on a control and profit transfer agreement with SE Drive Technik GmbH (SEDT), Bochum, Germany.
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SEDT is a subsidiary of the Suzlon Group which owns approximately 67.22% of the share capital of REpower Systems AG and about 89.7% of the voting rights. A control and profit transfer agreement would result in the management of REpower Systems AG being assumed by the majority shareholder. In return, outside shareholders will receive an annual compensatory payment in accordance with Article 304 of the Aktiengesetz (AktG - German Stock Corporation Act). In addition to the compensation obligation in accordance with Article 304 of the AktG, a control agreement must contain the obligation that the controlling company will, if requested by an outside shareholder, purchase said shareholder's shares for an appropriate settlement, specified in the agreement (Article 305 of the AktG). A duly qualified auditor, appointed by the court, will report in writing on the appropriateness of any compensatory payment or settlement. The validity of the control and profit transfer agreement, yet to be negotiated and concluded, will be subject to approval by the Supervisory Board and the Annual General Meeting as well as subject to entry in the commercial register.
