11. Change of control and defence measures
11.1 Duty to make an offer
The AGM 2021 resolved to delete the “selective opting-out”, according to which the Onex Persons1 were under certain circumstances exempted from the obligation to submit a public takeover offer pursuant to art. 135 para. 1 FMIA, from the Company’s Articles of Association. As a result, the Company does no longer have a provision on opting-out or opting-up. Thus, the provisions regarding the legally prescribed threshold of 331/3 % of the voting rights for making a public takeover offer set out in art. 135 para. 1 FMIA is applicable.
11.2 Change of control clauses
There are no change-of-control provisions in favour of any member of the Board of Directors and/or the Group Executive Board and/or other management personnel. However, in the event of a change of control, restricted share units, performance share units as well as shares subject to transfer restrictions or vesting periods granted to members of the Board and the Group Executive Board may be subject to accelerated vesting or early lifting of restrictions under the applicable plans.2
1 Onex Partners IV LP, George Town, Cayman Islands; Onex Partners IV PV LP, Wilmington, Delaware, United States of America; Onex Partners IV Select LP, George Town, Cayman Islands; Onex Partners IV GP LP, George Town, Cayman Islands; Onex US Principals LP, Wilmington, Delaware, United States of America; Onex Partners Holdings Limited SARL, Munsbach, Grand Duchy of Luxembourg; Onex Advisor Subco LLC, Delaware, United States of America; Onex SIG Co-Invest LP, George Town, Cayman Islands; Wizard Management I GmbH & Co. KG, Munich, Germany and Wizard Management II GmbH & Co. KG, Munich, Germany, as well as all other companies directly or indirectly held now or in the future by Onex Corporation, Toronto, Ontario, Canada.
2 For further information on compensation with respect to a change of control please refer to the Employment conditions for the Group Executive Board in the Compensation Report.