Arrangements for management to invest in the Company have been in place since 2007. These arrangements are governed by the 'Shareholders' and co-investment agreement on the implementation of the management partnership plan for the KION Group' (the co-invest agreement) dated 14 June 2007, entered into by Superlift Holding S.à r.l., KION Holding 1 GmbH and KION Management Beteiligungs GmbH & Co. KG. The managers who have joined the management partnership plan also became parties to the co-invest agreement in 2007, 2008, 2010 and 2011.
Taking account of the approved capital increase and the conversion of the shareholder loan, KION Management Beteiligungs GmbH & Co. KG holds an equity interest of 5.711 per cent (2011: 14.61 per cent) in KION Holding 1 GmbH. In total, the Executive Board holds an interest of €2,800 thousand in the limited partner capital of KION Management Beteiligungs GmbH & Co. KG, which equals to an indirect interest of 1.066 per cent (2011: 3.31 per cent) in the share capital of KION Holding 1 GmbH. In addition to the KION Group's Executive Board, around 300 executives around the world have purchased shares in KION Management Beteiligungs GmbH & Co. KG. The shares are sold at their fair value and shareholdings are divided into virtual 'A', 'B', and 'C' shares. Different terms and conditions concerning payment of the purchase price and rights to purchase attach to these virtual shares. The purchase price for 'A' shares became payable when participants joined the programme, while KION Management Beteiligungs GmbH granted participants interest-bearing loans for the purchase price of the 'B' and 'C' shares. The vesting conditions and resulting purchase rights for 'B' shares accrue to participants in equal, annual tranches over a period of five years. By contrast, managers become eligible to purchase 'C' shares if the targets for revenue, EBITA and operating cash flow set in the business plan are achieved over a five-year period or predefined target returns are achieved if the Group is sold or there is a change of control.
In 2010, the performance-related vesting conditions for the 'C' shares relating to the 2009–2012 bonus period were adjusted to take into account of the revised long-term KION business plan, which is in turn based on the amended loan terms in the supplementary agreement to the SFA dated 23 September 2009. The change in vesting conditions affects a total of 1,034 shares with an expected exercise price of €16 thousand each. The articles of association expire on 31 December 2016. The vesting period ended on 31 December 2012. The total fair value of this adjustment was €1,044 thousand. The fair value of the individual purchase rights amounted to €1 thousand. The number of purchase options outstanding as at the reporting date remained unchanged at 1,034, of which 876 (31 December 2011: 584) were exercisable.
Expenses of €159 thousand were incurred by the management partnership plan in 2012 (2011: €295 thousand).
