Protective measures

Kendrion does not use protective measures. The articles of association do contain a "creeping control clause," which reflects the statutory provisions with regard to issuing a mandatory bid.

Creeping Control clause
The articles of association of the company contain a "creeping control clause." A shareholder acquiring 20% of the shares or votes is required to notify the company thereof immediately.
This notifier is not allowed to cast more votes at the General Meeting of Shareholders than the number reported to the company prior to the date of the notice convening the meeting. If no such notification has been received, the number of votes that may be casted will be restricted to the number of shares corresponding to the disclosure threshold. The Executive Board may discharge such voting restrictions.

A shareholder acquiring more than 30% of the shares or votes is required to make an offer immediately for the other issued shares, in accordance with the statutory provisions applicable at that time. From the time a shareholder is first required to make such an offer until the time the shareholder declares the offer unconditional (or is no longer required to proceed with the offer because fewer than 66 and two-thirds percent of the shares have been tendered), the right to attend and vote at meetings may be suspended by the Executive Board with due notice.