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- English Convenience Translation -
Joint report
of the executive board of Porsche Automobil Holding SE
and
the management of Porsche Zweite Vermögensverwaltung GmbH
on the domination and profit and loss transfer agreement of 9 December
2009
between
Porsche Automobil Holding SE
and
Porsche Zweite Vermögensverwaltung GmbH
pursuant to § 293a AktG
In order to inform the shareholders of Porsche Automobil Holding SE (“Porsche
SE”) and to prepare the resolution at Porsche SE’s annual general meeting and
the shareholder meeting of Porsche Zweite Vermögensverwaltung GmbH (“PZV”),
Porsche SE’s executive board and PZV’s management make the following report
pursuant to § 293a German Stock Corporation Act (AktG) on the domination and
profit and loss transfer agreement between Porsche SE and PZV (“Agreement”).
I.
Conclusion of Agreement; effective date
The Agreement between Porsche SE and PZV was signed on 9 December 2009.
A domination and profit and loss transfer agreement between an SE and a wholly-
owned subsidiary GmbH (German limited liability company) is subject, at the level
of the SE to §§ 291 et seq. AktG (through Art. 9 (1) c. ii. of the SE Regulation)
and, at the level of the GmbH, primarily to §§ 53 et seq. German Limited Liability
Companies Act (GmbHG) mutatis mutandis and, additionally, to §§ 291 et seq.
AktG. Pursuant to § 53 GmbHG applied mutatis mutandis, the effectiveness of the
Agreement requires the approval of PZV’s shareholder meeting and pursuant to
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§ 293 AktG mutatis mutandis, the approval of Porsche SE’s annual general
meeting to become effective. The Agreement will be presented to the annual
general meeting of Porsche SE on 29 January 2010 and the shareholder meeting
of PZV for approval prior to the annual general meeting. It is also necessary to
register the existence of the Agreement in the commercial register responsible for
PZV's registered office for the Agreement to become effective.
II.
Contracting parties
PZV was founded on 10