AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 155)

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Any Director having a personal interest in a transaction conflicting with that of the Issuer must inform the

other members of the relevant board thereof. He may not take part in the deliberations regarding the item

of the agenda of the meeting of the respective board in relation to which he is conflicted. He may, how-

ever, take part in the deliberations regarding the other items on the agenda. At the following Shareholders

meeting, before any other resolution is voted on, a special report shall be made on any transactions in

which any of the Directors may have a personal interest conflicting with that of the Issuer.

Except for the conflicts of interest as described below and the appropriate conflict of interest procedures

described below, as of the date of this Prospectus each of the Directors has informed the Issuer that he

does not have any conflicts of interest with respect to the Issuer.

Potential investors should be aware of the following potential conflicts of interest:

 None of the Non-executive Directors is required to commit his full time to the Issuer's affairs,

which may result in conflicts of interest in allocating management time among various business

activities. For a description of the Directors' other affiliations, see “Description of the Issuer –

Corporate Bodies and Management of the Issuer – Conflicts of Interest - Other Directorships”.

 In the course of their other business activities, the Non-executive Directors may become aware of

investment and business opportunities which may be appropriate for presentation to the Issuer as

well as the other entities with which they are affiliated. They may have conflicts of interest in de-

termining to which entity a particular business opportunity should be presented. Each of the Non-

executive Directors is, or may become, engaged in business activities in addition to the Issuer's

which may create conflicts of interest or prevent them from referring certain business opportuni-

ties to the Issuer. Should these individuals have conflicts of interest, such individuals may not take

part in the deliberations regarding the proposed business opportunity and may not take part in any

vote relating to the subject matter giving rise to the conflict of interest. For a complete description

of the Directors' other affiliations, see “Description of the Issuer – Corporate Bodies and Man-

agement of the Issuer – Conflicts of Interest - Other Directorships”.

 Certain members of the Issuer’s board, such as Dr. Thomas Middelhoff, Bruce Brock, Robert Hul-

jak, Timothy Collins, Leonhard Fischer and Prof. Dr. h.c. Roland Berger, indirectly own or are

beneficiaries of shares in the Issuer and warrants issued by the Issuer and also have business rela-

tions to major shareholders.

 In 2010 AEG PS Group entered into a consultancy contract with Roland Berger Strategy Consult-

ants GmbH. Potential investors should be aware of the fact that a conflict of interest may arise re-

garding Prof. Dr. h.c. Roland Berger as he is Chairman of the Issuer's Board and also still a share-

holder and honorary chairman of Roland Berger Strategy Consultants GmbH.

Conflict of Interest Procedures with respect to the Directors

Except for the conflicts of interest as described above and the appropriate conflict of interest procedures

described below, as of the date of this Prospectus each of the Directors has informed the Issuer that he

does not have any conflicts of interest with respect to the Issuer.

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AEG 21604 G Bedienungsanleitung Seite 155