The Board of Directors was authorized by the AGM on January 28, 2008, with the consent of the Supervisory Board, once or several times up to January 27, 2013,
- to issue bearer participatory certificates (i) to which bearer participatory certificates with warrants are attached or (ii) that are attached to a conversion right for the holder for a maximum term of 20 years as of their issue, and to grant option rights to the holders of participatory certificates with warrants and conversion rights to the holders of convertible participatory certificates to bearer shares in the Company as detailed by the conditions of the participatory certificates with warrants or convertible participatory certificates
and instead of or in addition
- to issue bearer bonds with warrants and/or bearer convertible bonds and/or bearer income bonds (hereinafter referred to jointly as “bonds with warrants and/or convertible bonds”) with a maximum term of 20 years and to grant option rights to the holders of bonds with warrants and conversion rights to the holders of convertible bonds to bearer shares in the Company as detailed by the conditions of the bonds with warrants or convertible bonds.
The aggregate principle amount of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds to be issued under this authorization shall not exceed €500,000,000.00. Option rights or conversion rights shall only be issued for Company shares that account for a maximum total of €10,000,000.00 of the capital stock.
The Board of Directors was also authorized to exclude the subscription right of shareholders in certain cases.
With regard to the issue price of shares resulting from contingent share capital, the authorization specifies the principles applying to the determination of the minimum issue price in respect of new shares. Due to an amendment of Section 193 (2) No. 3 of the German Stock Corporation Act, it was clarified that the act of determining a minimum issue price or specifying the principles for the determination of a minimum issue price upon issuance of new shares from contingent share capital for the purpose of servicing option and conversion rights is sufficient, as previously confirmed by the Federal Court of Justice (Bundesgerichtshof) in its judgment of May 18, 2009.
Further descriptions to the authorization and exclusion of the subscription right are made in the chapter “Explanatory Notes,” which is part of the Group Management Report.
