DGAP-Adhoc: MAN SE: Preliminary determination of the guaranteed dividend or current annual compensation amount and of the cash compensation under the planned domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag)

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| Source: EQS Group AG
MAN SE  / Key word(s): Miscellaneous/Contract

21.03.2013 18:51

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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As was already announced on 9 January 2013, Volkswagen and MAN SE intend to
enter into a domination and profit and loss transfer agreement
(Beherrschungs- und Gewinnabführungsvertrag) with MAN SE as the controlled
company (beherrschtes Unternehmen und Organgesellschaft) in order to create
an integrated commercial vehicles group.

In accordance with the preliminary results of the business valuation
effected jointly by KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
('KPMG'), retained by MAN SE, and by PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ('PWC'), retained by the
future controlling company, and on basis of the current interest level,
representatives of the Executive Board of MAN SE and of the management of
Truck & Bus GmbH, a wholly-owned subsidiary of Volkswagen
Aktiengesellschaft, which, as the controlling company, will conclude the
domination and profit and loss transfer agreement with MAN SE, agreed today
that the domination and profit and loss transfer agreement will presumably
provide for a cash compensation offer to the outside shareholders of MAN SE
pursuant to Sec. 305 of the German Stock Corporation Act (Aktiengesetz,
'AktG') of EUR 80.89 per common share and of EUR 80.89 per preferred share.
This agreement is subject, however, to the finalisation of the business
valuation and the decisions of the entire Executive Board of MAN SE and of
the entire management of Truck & Bus GmbH as well as to the approvals of
the Supervisory Board of MAN SE and of the Supervisory Board of Volkswagen
Aktiengesellschaft. In addition, representatives of the Executive Board of
MAN SE and of the management of Truck & Bus GmbH have agreed, subject to
the above-mentioned provisos, that the domination and profit and loss
transfer agreement will presumably provide for a guaranteed dividend or
current annual compensation amount pursuant to Sec. 304 AktG in an amount
of EUR 3.07 (equalling an amount of EUR 3.30 before deduction of the
currently applicable corporate income tax and solidarity surcharge) per
common share or preferred share to be paid to the outside holders of common
shares or preferred shares, respectively, for each full fiscal year. The
audit result of Rölfs RP AG Wirtschaftsprüfungsgesellschaft, the judicially
appointed contract auditor, is yet outstanding.

The final amount of the cash compensation to be agreed pursuant to Sec. 305
AktG and of the guaranteed dividend or current annual compensation payment
to be agreed pursuant to Sec. 304 AktG will be determined by the entire
Executive Board of MAN SE and by the entire management of Truck & Bus GmbH
after finalisation of the business valuation effected jointly by KPMG and
PWC, and will be audited by Rölfs RP AG Wirtschaftsprüfungsgesellschaft,
the judicially appointed contract auditor. In order to be effective, the
domination and profit and loss transfer agreement has to be approved by the
corporate bodies as specified above, by the General Meeting of MAN SE,
which is scheduled for 6 June 2013, and by the shareholders' meeting of
Truck & Bus GmbH, and has to be registered with the commercial register of
MAN SE.

Munich, 21 March 2013

MAN SE 
The Executive Board


21.03.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      MAN SE
              Ungererstraße 69
              80805  München
              Germany
Phone:        +49 (0)89 360 98-334
Fax:          +49 (0)89 360 98-572
E-mail:       investor.relations@man.eu
Internet:     www.man.eu
ISIN:         DE0005937007, DE0005937031
WKN:          593700, 593703
Indices:      MDAX
Listed:       Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
              Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse
              EUREX
 
End of Announcement                             DGAP News-Service
 
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