Annual Report 2015-2016

7. Changes of control and defence measures

7.1 Duty to make an offer

Under Art. 32 para. 1 of the Swiss Federal Act on Stock Exchange and Securities Trading (SESTA), anyone whose direct or indirect

shareholdings exceed 33 1/3% of the voting rights is required to make a public tender offer for the Company. The Company's articles

of association contain neither an “opting-out” nor an “opting-up” clause. Under Art. 29 of SESTA, if a public takeover offer has been

made, the Board of Directors is required to provide shareholders with the information required to assess the offer. Moreover, the Board

of Directors may not carry out any transactions that would have a significant impact on the assets or liabilities of the Company during

this period. This restriction does not apply to resolutions of the Annual General Meeting. The provisions of SESTA can be viewed at

www.admin.ch.

In view of the launch of the capital increase Züblin's Board of Directors unanimously supported the request of Lamesa Holding SA, Panama, the company's major shareholder (33.02%), to the Swiss Takeover Board (TOB) to obtain a waiver for the mandatory offer obligation in the case its stake would exceed the dfined limit for a mandatory offer of 33 1/3%. On 15 June 2015 the waiver was granted and formed the main condition for Lamesa's full underwriting of the proposed discounted rights issue amounting to CHF 71.7 million. Shareholders voted in favour on the financial measures at the Annual General Meeting on 30 June 2015.

7.2 Change of control clauses

No member of the Board of Directors or Group Management has a change of control clause in their contracts.

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Annual Report 2015-2016

Annual Report 2015-2016 (16.03 MB)