11. Change of Control and Defense Measures

The limit beyond which the duty to make an offer applies is the same as the statutory minimum, 33 1/3%. There are no clauses on changes of control in agreements with members of the Board of Directors and the as well as other management executives, other than

  1. with regard to the Performance Share Units (PSU): PSUs unvested at the date of change of control vest on a pro-rata basis. The Board of Directors is authorized, at its discretion, to assess if the performance targets are met and to decide on settlement in shares or in cash;
  2. with regard to the Matching Share Plan (MSP): The blocking period of the Investment Shares of the MSP terminates on the date of the change of control and entitles to receive Matching Shares on a pro-rata basis.
Executive Committee

Management body of joint stock companies; at Clariant the Executive Committee currently comprises four members. View entire glossary