1. Controlling contracts and profit transfer contracts and other company contracts within the meaning of =A7=A7 291 and 292 of the German Joint Stock Corporation Act (AktG), together with agreements with affiliated companies or relatives of shareholders unless they are included under I.
2. Contracts with, or any other commitments to, shareholders, relatives of shareholders within the meaning of =A7 15 of the German Tax Code (AO) or to companies in which the shareholders or their relatives hold more than 25 % of the capital
3. Consultancy agreements of all kinds (including those of subsidiaries) which grant an average payment in excess of DM 5,000 (net) per month or which have notice periods in excess of three months
4. Contracts with commercial agents, authorised agents and any other distribution agreements which could lead to compensation claims in the event of their termination and/or which have notice periods in excess of three months; list of all contracts of this kind
5. Agreements with major customer (sales in excess of DM 100,000 net p.a. per contracting party) and suppliers
6. The ten largest customers of the company
7. The order-book position of the company; product lists with specifications and price lists
8. General Terms and Conditions of Business and standard agreements with suppliers and customers, service recipients, etc.
9. Agreements limiting competition, especially agreements which exclude or limit the right of the company to operate in certain factual or geographical activities or areas
10. Agreements on the availment or granting of loans and the provision of security therefor, with the exception of normal trading deferrals of debtors or creditors
11. Guarantees, surety obligations, letters of comfort or the provision of any form of security by the company in favour of third parties and obligations to third parties who or which in turn have issued guarantees, sureties, letters of comfort or any other securities for the company with the exception of customary performance guarantees, letters of credit and guarantee commitments in connection with the execution of deliveries and services performed in the normal course of business
12. Factoring agreements, joint-venture agreements, cooperation agreements
13. Company leasing or company assignment agreements
14. Summary of the sales of the company in the last three financial years, divided between main product groups and details of market shares in Germany if possible (including regional market shares)
15. The major competitors of the company and their anticipated market shares in the main product groups of the company
16. Any other agreements relating to commitments extending beyond the normal course of business, giving rise to obligations in excess of DM 100,000 net p.a. in an individual case
17. Schedule of contracts which can be terminated by a contracting party as a result of the purchase of the company (e.g. foreign penetration protection clauses in distribution agreements, license agreements, working groups or joint ventures; several pay promises to employees)
18. Contracts with the Treuhandanstalt (the government's privatisation agency), in particular any agreed contract penalties for investment commitments and job guarantees
For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.
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