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Explanatory Report by the Board of Directors Pursuant to Article 175, Section 2, of the German Stock Corporation Law,
2007/2008
Regarding Disclosures Pursuant to Articles 289, Section. 4, and 315, Section 4, of the German Commercial Code, for the Business Year extending from July 1, 2006, through June 30, 2007
1. Structure of share capital.
Information as per management report and/or group management report:
As of June 30, 2007, the issued share capital amounted to Euro 23,760,000.00 comprising 7,920,000 no par value shares, corresponding to Euro 3.00 per share of capital stock. As of the balance-sheet date, Sektkellerei Schloss Wachenheim Aktiengesellschaft held none of its own shares.
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
2. Restrictions concerning voting rights or transfer of shares, including those which may result from agreements between shareholders and to the extent known to the board of directors of the corporation / parent company.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable for the following reason:
Restrictions on voting stock rights may result from contractual, statutory or legal regulations. For example, under certain circumstances, shareholders may, pursuant to art. 136 of the German Stock Corporation Law (GSCL), not be entitled to vote, and the corporation may, pursuant to art. 71b GSCL, have no voting rights for its own shares. Moreover, voting rights may be limited by the provisions of arts. 20 and 21 GSCL and by stipulations of the German Securities Trading Act.
The board of directors is unaware of any contractual restrictions regarding either voting rights or the transfer of shares.
The board of directors assumes that all shareholders who register in due time for the general meeting and who have demonstrated their eligibility to exercise their voting rights will be entitled to exercise said voting rights stemming from all shares held and registered by themselves.
Voting bans pursuant to art. 136 GSCL constitute an exception. Within the scope of preparations for a general meeting, it will - as in the past - be investigated whether or not members of the board of directors or supervisory board meet the pertinent requirements.
No circumstances that could lead to further-ranging voting bans are known to the board of directors.
3. Direct or indirect shareholdings in excess of 10 percent of the voting rights.
Information as per management report and/or group management report:
As of the balance-sheet date, Günther Reh Aktiengesellschaft held title to 5,559,840 shares, or 70.20 percent of the voting rights, of Sektkellerei Schloss Wachenheim Aktiengesellschaft.
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
4. Holders of shares with special rights granting the holder powers of control.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable , because no shares with special rights granting the holder powers of control have been issued. All shares have equal rights.
5. System of control of any employee share scheme where the control rights are not exercised directly by the employees.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable, because employees holding shares of Sektkellerei Schloss Wachenheim Aktiengesellschaft exercise their control rights in the same manner as other shareholders.
6. Legal regulations and articles-of-association rules governing the appointment and replacement of members of the board of directors and amendment of the articles of association.
Information as per management report and/or group management report:
Members of the board of directors are appointed and replaced by the supervisory board pursuant to arts. 84 and 85 of the German Stock Corporation Act. According to art. 6 of the articles of association of Sektkellerei Schloss Wachenheim Aktiengesellschaft, February 7, 2007 edition, the supervisory board also decides how many members the board of directors is to have; the supervisory board is also entitled to appoint substitute members to the board of directors. The rules governing amendment of the articles of association are subject to arts. 137 and 179 of the German Stock Corporation Law.
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
7. Powers of the board of directors, in particular with regard to the possibility of issuing or repurchasing shares.
Information as per management report and/or group management report:
The board of directors of Sektkellerei Schloss Wachenheim Aktiengesellschaft is authorized, with the approval of the supervisory board, to increase the share capital by as much as Euro 11,880,000.00 in one or more instalments, by issuing, on or before February 6, 2012, new corporate shares in exchange for cash and/or contributions in kind (authorized capital) and to increase the capital, with the approval of the supervisory board, by as much as Euro 11,880,000.00 corresponding to 3,960,000 bearer shares of common stock. The conditional increase of capital stock will only be implemented to the extent that the holders of convertible bonds and/or warranted bonds issued by the corporation on or before February 6, 2012, on the authority of the general meeting held on February 7, 2007, actually do exercise their right to convert such bonds into shares (conditional capital).
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
8. Significant agreements on the part of the corporation / parent company subject to a change of control resulting from a takeover bid, and the resultant effects.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable, because no significant agreements subject to a change of control resulting from a takeover bid have been made.
9. Agreements for compensation between the corporation / parent company and members of the board of directors or employees affected in case of a takeover bid.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable, because no agreements for compensation between the corporation / parent company and members of the board of directors or employees affected in case of a takeover bid have been made.
Wachenheim, December 2007
– The Board of Directors –
Information as per management report and/or group management report:
As of June 30, 2007, the issued share capital amounted to Euro 23,760,000.00 comprising 7,920,000 no par value shares, corresponding to Euro 3.00 per share of capital stock. As of the balance-sheet date, Sektkellerei Schloss Wachenheim Aktiengesellschaft held none of its own shares.
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
2. Restrictions concerning voting rights or transfer of shares, including those which may result from agreements between shareholders and to the extent known to the board of directors of the corporation / parent company.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable for the following reason:
Restrictions on voting stock rights may result from contractual, statutory or legal regulations. For example, under certain circumstances, shareholders may, pursuant to art. 136 of the German Stock Corporation Law (GSCL), not be entitled to vote, and the corporation may, pursuant to art. 71b GSCL, have no voting rights for its own shares. Moreover, voting rights may be limited by the provisions of arts. 20 and 21 GSCL and by stipulations of the German Securities Trading Act.
The board of directors is unaware of any contractual restrictions regarding either voting rights or the transfer of shares.
The board of directors assumes that all shareholders who register in due time for the general meeting and who have demonstrated their eligibility to exercise their voting rights will be entitled to exercise said voting rights stemming from all shares held and registered by themselves.
Voting bans pursuant to art. 136 GSCL constitute an exception. Within the scope of preparations for a general meeting, it will - as in the past - be investigated whether or not members of the board of directors or supervisory board meet the pertinent requirements.
No circumstances that could lead to further-ranging voting bans are known to the board of directors.
3. Direct or indirect shareholdings in excess of 10 percent of the voting rights.
Information as per management report and/or group management report:
As of the balance-sheet date, Günther Reh Aktiengesellschaft held title to 5,559,840 shares, or 70.20 percent of the voting rights, of Sektkellerei Schloss Wachenheim Aktiengesellschaft.
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
4. Holders of shares with special rights granting the holder powers of control.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable , because no shares with special rights granting the holder powers of control have been issued. All shares have equal rights.
5. System of control of any employee share scheme where the control rights are not exercised directly by the employees.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable, because employees holding shares of Sektkellerei Schloss Wachenheim Aktiengesellschaft exercise their control rights in the same manner as other shareholders.
6. Legal regulations and articles-of-association rules governing the appointment and replacement of members of the board of directors and amendment of the articles of association.
Information as per management report and/or group management report:
Members of the board of directors are appointed and replaced by the supervisory board pursuant to arts. 84 and 85 of the German Stock Corporation Act. According to art. 6 of the articles of association of Sektkellerei Schloss Wachenheim Aktiengesellschaft, February 7, 2007 edition, the supervisory board also decides how many members the board of directors is to have; the supervisory board is also entitled to appoint substitute members to the board of directors. The rules governing amendment of the articles of association are subject to arts. 137 and 179 of the German Stock Corporation Law.
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
7. Powers of the board of directors, in particular with regard to the possibility of issuing or repurchasing shares.
Information as per management report and/or group management report:
The board of directors of Sektkellerei Schloss Wachenheim Aktiengesellschaft is authorized, with the approval of the supervisory board, to increase the share capital by as much as Euro 11,880,000.00 in one or more instalments, by issuing, on or before February 6, 2012, new corporate shares in exchange for cash and/or contributions in kind (authorized capital) and to increase the capital, with the approval of the supervisory board, by as much as Euro 11,880,000.00 corresponding to 3,960,000 bearer shares of common stock. The conditional increase of capital stock will only be implemented to the extent that the holders of convertible bonds and/or warranted bonds issued by the corporation on or before February 6, 2012, on the authority of the general meeting held on February 7, 2007, actually do exercise their right to convert such bonds into shares (conditional capital).
Explanation:
The information provided is exhaustive and self-explanatory. No explanation is required.
8. Significant agreements on the part of the corporation / parent company subject to a change of control resulting from a takeover bid, and the resultant effects.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable, because no significant agreements subject to a change of control resulting from a takeover bid have been made.
9. Agreements for compensation between the corporation / parent company and members of the board of directors or employees affected in case of a takeover bid.
Information as per management report and/or group management report:
– none –
Explanation:
This disclosure is non-applicable, because no agreements for compensation between the corporation / parent company and members of the board of directors or employees affected in case of a takeover bid have been made.
Wachenheim, December 2007
– The Board of Directors –
Seitenfuß
Address:
Schloss Wachenheim AG
Niederkircher Strasse 27
D-54294 Trier
Germany
Phone: +49 (0)651 9988 0
Fax: +49 (0)651 9988 104
