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7 Change of Control and Defense Measures

The Company’s Articles of Incorporation do not contain any rules on opting-out or opting-up in order to cancel or restrict the obligation to submit an offer pursuant to the Federal Act on Stock Exchanges and Securities Trading. One-third of the options issued in conjunction with ESOP (for details see consolidated financial statements, Note 10.4 “Share-Based Payment”) vest each year (vesting period). During this vesting period, these options generally cannot be exercised. When there is a change of control (and the related change of the employment relationship), these options vest immediately and may be exercised immediately (accelerated vesting period). In the event of a change of control (and the related change of the employment relationship), the three-year blocking period for the shares allotted under PSMP will be lifted and the matching shares will be allocated before the usual time (see “­Employee ­participation plans” in the Compensation Report). There are otherwise no change-­of-control clauses included in agreements or compensation plans that benefit members of the Board of Directors, the Company’s ­Management Board, or the Tecan Group.

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