Other Disclosures

43. EVENTS AFTER THE BALANCE SHEET DATE

The Management Boards of RZAG and RZF held meetings on 25 February 2019. At its meeting, the Management Board of RZAG resolved to transfer all shares with restricted transferability held by the shareholders of RZAG, with the exception of RZF's shareholders and the "KAM" shareholders, on the basis of contribution agreements or share purchase and transfer agreements, and proposed to the Annual General Meeting that it also consent to this. At its meeting, the Management Board of RZF approved the acquisition of the aforementioned shares and proposed to the Annual General Meeting that is also consent to this. The Supervisory Boards of RZAG and RZF adopted the resolutions without amendment on 20 March 2019. The final approvals still required for the effectiveness of the contribution agreements are to be given at an extraordinary general meeting of RZF and at an extraordinary general meeting of RZAG on 30 April 2019.

The contributions are to be made in the form of contributions in kind against the grant of additional shares of RZF. The shareholdings will be determined based on the ratio of fair values calculated for both groups. The fair values were determined by an external appraiser. The value ratios as at 31 December 2018 serve as the basis for the valuation.

The sales are based on the values in KPMG's expert opinion, which was prepared in accordance with the requirements of IDW S1 and is dated 27 February 2019.

Following the transfer of shares, RZF will hold a controlling interest of 99.9995 per cent in RZAG. RZF is expected to acquire the remaining eight shares from the "KAM" shareholders in 2019.

No other significant events became known between the end of the reporting period and the time of approval of the Combined Financial Statements.