MEDION AG

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MEDION AG is an Aktiengesellschaft (German public limited company) listed on the stock exchange. The share was listed in the Prime Standard sub-segment of the regulated market in Frankfurt until June 19, 2012. At midnight on June 19, 2012 the share left the Prime Standard sub-segment and has been listed in the regulated market (General Standard) since June 20, 2012. The majority shareholder, holding around 80%, is the Lenovo Group, which has been listed on the stock exchanges in Hong Kong and the USA since 1994. Lenovo has been the world’s largest PC manufacturer since 2012. MEDION has been part of the Lenovo Group since the voluntary acquisition offer in July 2011. In terms of reporting, MEDION is listed as forming part of Lenovo’s EMEA division (Europe, Middle East and Africa). Lenovo is represented in MEDION AG’s Supervisory Board via two members. Gerd Brachmann and Christian Eigen have been members of MEDION AG’s Management Board since its IPO in 1999.

MEDION´s Business Model

MEDION’s business model, which has stood the test of time for over 25 years both nationally and internationally, focuses on making high-quality, innovative and trend-setting consumer electronics (CE) products with outstanding, attractive designs available to broad consumer segments at reasonable prices, together with its trading partners. MEDION’s core competency is the development and sales of computer and multimedia products such as notebooks, PC systems, monitors, smartphones and tablets. These also include MEDION’s Smart Home components, with which customers can retrofit home automation themselves. Entertainment electronics like LCD televisions, internet radios and bluetooth speakers, as well as household and health products, are additional fields in which MEDION has decades of experience.

In addition to its traditional European marketing campaign business in consumer electronics products, MEDION is focused on developing and marketing a complementary line of services, particularly in the areas of telecommunications (MEDIONmobile), photo services, software downloads, music platforms, and online services, selling selected products online.

With respect to its customers, which are primarily large international retailers, MEDION not only assumes the role of product supplier, but far beyond that, the function of a full-service provider, which manages and monitors the entire value creation chain for its customers - from product idea development, to manufacturing and logistics, to after-sales service. Together with its clients, MEDION regularly organizes and handles high-volume sales campaigns, which often take place in several countries simultaneously.

Besides creating innovative, user-oriented multimedia products in award-winning designs and developing new products for consumers, MEDION’s core competencies include its extremely efficient IT organization, its high level of logistics expertise, and its specialized, national and international after-sales service.

lenovo

Lenovo is a computer technology company with turnover exceeding USD 45 billion, making it the largest provider of PCs in the world with a global market share of most recently 22.4% (Q3 2016/17, IDC, Lenovo). The Group has over 60,000 employees in more than 60 countries, as well as having customers in more than 180 countries. Listed on the Hong Kong and New York stock exchanges, Lenovo is a Fortune Global 500 company, with headquarters in Beijing (China) and Morrisville, North Carolina (USA). Lenovo also maintains large research centers in Yokohama (Japan), Beijing, Shanghai, and Shenzhen (China), and Morrisville, North Carolina (USA), as well as production facilities throughout the world - from Greensboro, North Carolina (USA), to Monterrey (Mexico), to India, China and Brazil. For many years, Lenovo has been the fastest growing large PC manufacturer in the world, as a result of takeovers and its commercial success. In addition to traditional desktop PCs, Lenovo also develops a wide range of computer technologies, in particular for the business sector - from smartphones and tablets, to smart-TV equipment and server technologies. Lenovo has expanded its business base even further by acquiring IBM’s x86 server division and by purchasing Motorola Mobility Services. Lenovo’s business is subdivided into the segments PC and Smart Devices, Mobile Business (smartphones) and Data Center (server). In 2016, Lenovo broadened the partnership with SAP to develop flexible cloud solutions, and also began a partnership with Nutanix to equip all data centers worldwide with invisible infrastructure. Lenovo is also working together with Google on the development of mobile products with 3D motion and depth detection.

In addition to its own corporate objectives, Lenovo has in particular developed a core competency for managing takeovers, which it has applied in subsequent corporate mergers and joint ventures. In 2011, Lenovo formed a joint venture with NEC, making it the number one PC manufacturer in Japan. In the same year, Lenovo took over MEDION and has since been number one in the PC consumer sector in Europe. In 2012, Lenovo formed a joint venture with EMC2 for servers and business solutions, and took over Stoneware, a cloud-oriented software company. Also in 2012, Lenovo took over CCE, a leading supplier of consumer electronics products in Brazil. During fiscal year 2014/15, Lenovo acquired IBM’s global x86 server business, in addition to a significant part of the international cell phone manufacturer Motorola. All of these steps have promoted organic growth, and paved the way for new synergies and new markets and product categories, which should increase the overall success of Lenovo’s business.

Grafik Unternehmen Lenovo

Lenovo is of the opinion that a truly global company must be in a position to benefit from new ideas and opportunities in a timely manner, regardless of where they arise, and it has organized its global operations accordingly. By foregoing conventional headquarters and instead focusing on creating competence centers throughout the world, Lenovo makes optimal use of its resources to efficiently develop its products. This also includes using decentralized production locations.

Lenovo’s geographically distributed structure and organizational division into product categories increase its proximity to its clients, allowing it to react quickly to local market requirements. MEDION is also integrated into Lenovo’s strategic and regional focus.

From PCs, smartphones, tablet PCs, smart TVs, servers, and workstations to memory, Lenovo produces products that customers need - both intelligently linked products as well as infrastructure devices. Lenovo sets itself clearly apart from its competitors thanks to its vertically integrated, end-to-end business model. This model offers a substantial competitive advantage and Lenovo plans to launch even more innovations in order to leverage the opportunities offered by the PC+ market and future cloud services in a more efficient, dynamic manner.

In parallel to its global expansion, Lenovo is also reinforcing its roots in all of the major markets, by not only investing in sales and distribution, but also in regional, domestic production, R&D and other key areas. The “protect and attack” strategy is to be implemented in an even more comprehensive manner, creating the foundations for long-term success. MEDION is included in this global strategy, and cooperates with Lenovo in particular for research and development, global procurement and strategic reorientation.

MEDION's legal association with lenovo

As of March 31, 2017, Lenovo holds approximately 79.83% of the share capital of MEDION AG, which increases to 87.55% as a result of the voting rights on 7.72% of MEDION’s treasury shares, to which Lenovo is entitled pursuant to Sections 21 and 22 of the Germany Securities Trading Act.

In an Extraordinary Shareholders’ Meeting of the Company on December 14, 2011 in Essen, Germany, the shareholders of MEDION AG approved a domination and profit and loss transfer agreement between MEDION AG and Lenovo Germany Holding GmbH with the necessary majority. Furthermore, the fiscal year of MEDION AG was changed to the period from April 1 of one year to March 31 of the following year.

The domination and profit and loss transfer agreement specifies that Lenovo Germany Holding GmbH is obligated, at the request of a minority shareholder of MEDION AG, to purchase his or her shares in exchange for a cash compensation of €13.00 per share within the meaning of Section 305 (2) No. 3 of the German Stock Corporation Act (AktG) with an arithmetical share in the share capital of €1.00. Lenovo Germany Holding GmbH guarantees that an annual equalization payment will be paid to the shareholders who do not accept this cash compensation offer for the duration of the domination and profit and loss transfer agreement. The amount of the equalization payment is derived from a gross profit share of €0.82 per MEDION share for each full fiscal year less an amount for German corporation tax and solidarity surcharge according to the tax rate valid for these taxes for the relevant fiscal year. The annual equalization payment to be received by each minority shareholder, less the corporation tax liability and the relevant solidarity surcharge, currently amounts to €0.69 per share, as it did at the time the agreement was concluded.

MEDION AG and Lenovo Germany Holding GmbH have also concluded a tax sharing agreement. No judicial decision was delivered in fiscal year 2016/17 concerning the arbitration proceedings to review the suitability of the equalizational payment and compensation offering.