AEG 21604 G Manual de usuario Pagina 399

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F-158
Messrs Brock and Huljak have been granted 100,000 and 50,000 shares respectively in consideration for their
agreement to enter into an employment contract with the Company. 50% of the shares will vest on the first anni-
versary of the date of acquisition of AEG Power Solutions and the remaining 50% on the second anniversary or
upon termination of the employment. The estimated cost of providing share based payments is charged to the
statement of income over the vesting period. The estimated cost for the period to December 31, 2009 is shown
above under shared-based payments.
Other managers have been granted a total of 30,000 shares.
Related party interests in the equity of the Company
The table below shows the interests of Directors and other related parties in the shares and warrants of the Com-
pany, excluding share-based payments as at December 31, 2009:
Share
Sellers Total
Number of shares/warrants
Brock and
Brock
Trust
Ripple-
wood
AEG
Power
Solutions
manage-
ment Sub-total Founders Total Founders
Founding shares/warrants ..
- 6,250,000 6,250,000 4,500,000
Public shares/warrants........
- 2,000,000 2,000,000 2,000,000
Restricted shares ................
2,495,845 14,793,696 626,108 17,915,649 17,915,649
Sub-total.............................
2,495,845 14,793,696 626,108 17,915,649 8,250,000 26,165,649 6,500,000
Escrow shares – tax............
66,702 395,365 16,733 478,799 478,799
1
Escrow shares – earnout.....
333,510 1,976,823 83,664 2,393,997 2,393,997
1
Sub-total.............................
400,211 2,372,188 100,397 2,872,796 - 2,872,796 -
Total...................................
2,896,056 17,165,884 726,505 20,788,445 8,250,000 29,038,445 6,500,000
1
. The shares were held in escrow at 31 December 2009 and accordingly they had not been distributed to the Sellers. The number of shares
shown under each seller in the table above is based on the number of shares that would have been allocated had the shares been distributed
at 31 December 2009 pro rata to the existing shareholding of each seller. The total number of shares held in escrow for tax and earnout is
500,000 and 2,500,000 respectively. The difference between these and the number shown in the table above relates to shares attributable to
former AEG Power Solutions shareholders other than Ripplewood, Brock and AEG Power Solutions management.
The Founding Shareholders are Prof. Dr. h.c. Roland Berger, Dr. Dr. h.c. Thomas Middelhoff and Florian
Lahnstein all of whom are or have been Directors of the Company. They hold their shares and warrants individu-
ally and, as regards Florian Lahnstein, also through LCP1 Limited ("LCP1"). Prof. Dr. h.c. Berger beneficially
holds 666,667 Public Shares, 666,667 Public Warrants and 2,000,000 Founding Warrants directly. Dr. Dr. h.c.
Middelhoff beneficially holds 666,667 Public Shares, 666,667 Public Warrants, and 2,500,000 Founding War-
rants directly and 50,000 Founding Shares through the Foundation described in more detail below. As of De-
cember 31, 2009, Mr. Lahnstein beneficially held 666,666 Public Shares and 666,666 Public Warrants directly
and 6,200,000 Founding Shares indirectly through LCP1 Limited and the Foundation. The Public Shares and
Public Warrants were purchased in the initial public offering of the Company in 2008 at a unit price of EUR
10.00, each unit representing on Public Share and one Public Warrant.
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