PDF, 3.2 MB - Pfleiderer AG

3. Pending litigation
and claims
4. Transactions with
related parties
5. Directors’ Dealings
6. Corporate
Governance
The Company is involved from time to time in litigation in the ordinary course of business. The
Company is not aware of any matters that could have a significant negative impact on its results
of operations, liquidity or financial position.
Pfleiderer Unternehmensverwaltung GmbH & Co. KG held a substantial investment in Pfleiderer AG
(subsidiary) until March 22, 2004 and was thus a related party to the Group. The Group had business
relations with this company and its subsidiary, Pfleiderer Leasing GmbH & Co. KG, Delitzsch,
both in the current and the prior financial year. The extent of the business relations in 2004 was
as follows:
‘000 euros 2004 2003
Interest income 0 10
Income from cost allocations 7,138 5,051
Expenses from cost allocations 7,654 795
Rental expense 2,567 3,395
The expenses for power purchased from Pfleiderer Energietechnik Verwaltungs-GmbH, Neumarkt,
amounted in 2004 to 988 thousand euros (2003: 12,067 thousand euros).
Pursuant to Section 15a, German Securities Trading Act, members of the Board of Management
and the Supervisory Board and members of their families are obliged to report to the Company
and the German Federal Financial Services Supervisory Office without delay information about
any securities trading relating to the Company (Directors’ Dealings) that exceed a minimum limit.
These notifications are published on Pfleiderer AG’s website at www.pfleiderer.com.
On September 30, 2004, Hans H. Overdiek (Spokesman of the Board of Management) announced
that he had acquired 400,000 shares in Pfleiderer AG from Pfleiderer Unternehmensverwaltung
GmbH & Co. KG at a price of 5.30 euros per share.
Hanno C. Fiedler (a member of the Supervisory Board) acquired 2,000 shares at a price of
8.15 euros per share on December 27, 2004, and a further 2,000 shares on December 28, 2004
at a price of 8.20 euros per share.
The Board of Management and the Supervisory Board have issued the statement of compliance for
the year 2004 in accordance with Section 161 of the German Stock Companies Act on the recommendations
of the German Corporate Governance Code Commission and have published this
on the Company’s website. Pfleiderer AG has reported in detail on the subject of Corporate
Governance in the chapter of the annual report entitled “Principles of Corporate Governance
Pfleiderer Aktiengesellschaft” (see pages 11 to 17).
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FINANCIAL STATEMENTS/NOTES PFLEIDERER GROUP