UPDATE 1-Volkswagen set to gain full control over Germany's MAN

Thu Jun 6, 2013 11:17am EDT

* Volkswagen seen gaining approval for domination agreement

* Investors can still sell stock to VW for 80.89 eur/shr

* Few enticed by offer as share trades flat at 84.27 eur (Adds shareholder reaction)

MUNICH, June 6 (Reuters) - Volkswagen AG is set to gain full strategic and financial control over truckmaker MAN SE when it wields its 75 percent stake to approve a vote at MAN's annual shareholders' meeting on Thursday.

Volkswagen has tabled a motion to "dominate" MAN and pool both companies' cashflows, as Europe's biggest carmaker eyes savings by integrating MAN more closely with its other truck brand, Scania of Sweden.

While the vote's outcome is a foregone conclusion, shareholders criticised a VW-instigated management reshuffle that sidelined MAN's chief executive and eventually led to the February departure of its chief financial officer.

"An era comes to an end, the era of a proud, independent MAN," said Daniela Bergdolt of the German shareholder rights group DSW, referring to the company's more than 250 years of operation.

MAN investors have in recent years been critical of the domineering approach taken by Volkswagen and its Chairman Ferdinand Piech, the softly spoken but powerful patriarch who runs both companies' supervisory boards.

The 76-year-old Austrian showed no sign of wanting to loosen his grip over MAN. "Yes, I will stay," he said in response to a question about whether he would serve his full term as chairman until 2016.

Small stockholder Heinrich Zoeller called on MAN to "free itself from the clutches" of Volkswagen, since the truckmaker's former management had shown how well the company can be run without VW influence.

During a profit and loss transfer agreement, known more generally as a domination agreement in Germany, minority shareholders are given a chance to sell their stock or accept annual cash compensation for the loss of future dividend payments.

Volkswagen is offering 80.89 euros per share for those who want to exit, otherwise they will receive 3.07 euros per share each year.

Few are likely to tender, however, since shares changed hands on Thursday at 84.27 euros. This suggests investors are speculating the company will ultimately sweeten its offer.

Shareholders also pressed Piech and his management team around CEO Georg Pachta-Reyhofen about Tuesday's warning, in which MAN said profit margins will be significantly lower this year due chiefly due to problems at its Diesel & Turbo division.

While MAN said the revised earnings outlook will not affect VW's offer to shareholders, Pachta-Reyhofen cautioned problems at Diesel & Turbo would cost it 866 million euros ($1.13 billion) in lost profits through 2017.

MAN shareholders are also set to vote on management's proposal to pay a 1 euros per share dividend for the past business year.

($1 = 0.7642 euros) (Reporting by Irene Preisinger; Writing by Christiaan Hetzner; Editing by David Holmes and Elaine Hardcastle)