Changes of control and defense measures
Duty to make an offer
The Articles of Association of Comet Holding AG contain neither an opting-out provision within the meaning of article 125 paragraph 3 of the Financial Market Infrastructure Act (FMIA) nor an opting-up provision within the meaning of article 135 FMIA.
Clauses on changes of control
With respect to members of the Board and the Executive Committee, there are no contractual obligations of unusually long duration, nor provisions for termination benefits, that would result from a change of control. Under the share-based compensation plan for the Board, the Board of Directors may, in its discretion, terminate the holding period early. Except as otherwise required by law, in the event of an attempted change of control, the holding period ends when a public tender offer is validly made. Under the Executive Committee’s long-term incentive plan, upon a change of control the number of performance share units is reduced proportionally to the service period, and vesting occurs at 100% with no performance measurement. See the 2025 compensation report for details.