DES GB2015 Englisch

The Executive Board is authorised, with the Supervisory Board’s approval, to issue, until 15 June 2016, convertible bonds with a total nominal value of up to €200,000,000 and a maximum term of 10 years and to grant the holders of the respective, equally privileged, bonds conversion rights to new no-par-value shares in the Company up to a total of 10,000,000 shares (€10.0 million), as detailed in the terms and conditions for convertible bonds (“Bond conditions”; “Conditional cap- ital 2011”). The convertible bonds may also pay a variable rate of in- terest, in which case, as with a participating bond, the interest may be dependent in full or in part on the level of the Company’s dividend. In November 2012, Deutsche EuroShop issued a convertible bond with a five-year term and a nominal value of €100,000,000, for which some 3.2 million shares are currently reserved in conditional capital. A change-of-control arrangement has been agreed with two employees. Under this arrangement, if and insofar as the Company informs them that they will no longer be employed in their current positions, these employees will have a special right of termination with a notice period of one month up to the end of the quarter, which will be valid for twelve months from the date the change of control takes effect. A change of control arises if Deutsche EuroShop AG merges with an- other company, if a public takeover bid has been made under the Ger- man Wertpapiererwerbs- und Übernahmegesetz (WpÜG – Securities Acquisition and Takeover Act) and accepted by a majority of sharehold- ers, if the Company is integrated into a new group of companies or if the Company goes private and is delisted. In the event of such termination of the employment relationship, these employees will receive a one-time payment amounting to three months’ gross salary multiplied by the number of years that they have worked for the Company, but limited to a maximum of 24 months’ gross salary. Deutsche EuroShop Group does not currently have any other com- pensation agreements with members of the Executive Board or other employees for the event of a change of control. Billstedt-Center, Hamburg MANAGEMENT REPORT 136 Deutsche EuroShop AG Annual Report 2015

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