Today, the management board of Francono Rhein-Main AG and Grainger FRM GmbH, Frankfurt am Main, a company of the Grainger group, have entered into a domination and profit and loss transfer agreement with Francono Rhein-Main AG as dominated entity and Grainger FRM as dominating entity. The supervisory board of Francono Rhein-Main AG has approved the domination and profit and loss transfer agreement today as well. Grainger FRM GmbH and its subsidiary Grainger FRM (No. 1) GmbH & Co.KG together hold a total of 88.4% of the share capital and voting rights in Francono Rhein-Main AG.
Pursuant to Sec. 304 AktG, the domination and profit and loss transfer agreement provides for a gross annual compensation in the amount of EUR 0.13 (currently EUR 0.10 after tax) per no-par value share in Francono Rhein-Main AG. The agreement further provides for a cash compensation pursuant to Sec. 305 AktG in the amount of EUR 1.79 against transfer of each no-par value share in Francono Rhein-Main AG The domination and profit and loss transfer agreement requires approval of the shareholders' meeting of Francono Rhein-Main AG, which is anticipated to be held on 8 July 2008 in Frankfurt am Main. The shareholders' meeting of Grainger FRM GmbH has already approved the domination and profit and loss transfer agreement on 22 May 2008.
Grainger plc, parent company of the Grainger group, has undertaken vis-à-vis the Francono Rhein-Main AG and its outstanding shareholders to ensure that Grainger FRM GmbH is managed and financially supported in such a manner that Grainger FRM GmbH is at all times in a position to timely perform all of its obligations under or in connection with the domination and profit and loss transfer agreement with Francono Rhein-Main AG.
Pursuant to Sec. 304 AktG, the domination and profit and loss transfer agreement provides for a gross annual compensation in the amount of EUR 0.13 (currently EUR 0.10 after tax) per no-par value share in Francono Rhein-Main AG. The agreement further provides for a cash compensation pursuant to Sec. 305 AktG in the amount of EUR 1.79 against transfer of each no-par value share in Francono Rhein-Main AG The domination and profit and loss transfer agreement requires approval of the shareholders' meeting of Francono Rhein-Main AG, which is anticipated to be held on 8 July 2008 in Frankfurt am Main. The shareholders' meeting of Grainger FRM GmbH has already approved the domination and profit and loss transfer agreement on 22 May 2008.
Grainger plc, parent company of the Grainger group, has undertaken vis-à-vis the Francono Rhein-Main AG and its outstanding shareholders to ensure that Grainger FRM GmbH is managed and financially supported in such a manner that Grainger FRM GmbH is at all times in a position to timely perform all of its obligations under or in connection with the domination and profit and loss transfer agreement with Francono Rhein-Main AG.
