At the upcoming (virtual) general meeting of Kabel Deutschland Holding AG on 6 November 2020 the report on the special audit ordered by the County Court of Munich in 2016 on the takeover by the Vodafone Group will be on the agenda .
Excerpt from the invitation to the general meeting:
"6. Presentation and publication of the report of the special auditor Mr. Martin Schommer, c/o Constantin GmbH, Frankfurt am Main, on the special audit under the German Stock Corporation Act (AktG) in accordance with section 142 et seq. German Stock Corporation Act at Kabel Deutschland Holding AG, by decision of the Munich Regional Court I (Landgericht Muenchen I), taken on 9 June 2016 (file number: 17 HK O 6754/15)
The motion for the appointment of a special court auditor in accordance with section 142 (2) German Stock Corporation Act (AktG) was filed by a qualified minority of shareholders. On 9 June 2016, the Munich Regional Court I resolved to order a special audit (file number: 17 HK O 6754/15). According to the court decision, within the framework of the special audit, the special auditors at Kabel Deutschland Holding AG were to examine the actions and measures of the Management Board and/or Supervisory Board in connection with a potential or definite future takeover of the Company by a third party and the impact of these actions and measures on the effected takeover by Vodafone Vierte Verwaltungs AG as well as all related internal and external communication by the Management Board and/or Supervisory Board and the communication between the two bodies after 31 March 2013, as well as changes in the incentive structure for members of the Company's bodies in connection with these contacts at the time. The Munich Regional Court I appointed Mr. Martin Schommer, auditor/tax consultant c/o Constantin GmbH, Neue Boersenstr. 6, Frankfurt am Main, as special auditor. The report of the special auditor was submitted to the Company on 25 August 2020. The Board of Management submitted the special audit report to the Supervisory Board. The report is hereby published by notice as an agenda item in accordance with section 145 (6) sentence 5 German Stock Corporation Act (AktG).
The Company received the report of the special auditor only a few days before the document convening the Ordinary General Meeting was adopted. Up to that point in time, the Company's executive bodies had not yet been able to make a final evaluation - 3 - C2 General and assessment. The special audit report will be comprehensively examined, also with regard to whether and what consequences must be drawn from any auditing and reporting deficiencies. A detailed opinion will be provided at the General Meeting."
Supplementary information:
press release of Elliott of 6 September 2016 on the special audit: https://spruchverfahren.blogspot.com/2016/09/elliott-begrut-entscheidung-der-kabel.html
court decision on the special audit: https://spruchverfahren.blogspot.com/2016/06/elliott-begrut-entscheidung-des.html
application for a special audit: https://spruchverfahren.blogspot.com/2015/04/elliott-beantragt-beim-landgericht.html
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