Subscribed Capital.
The capital stock is divided into 33,084,988 no-par shares (“Stückaktien” governed by German law). All shares issued up to and including September 30, 2009, are fully paid-up. Each share is granted equal voting rights and equal dividend entitlement. In fiscal 2008/2009, at an average and as of September 30, 2009, 31,664,008 qualifying shares are issued.
Authorized Share Capital.
As the result of a resolution at the AGM on January 19, 2009, the Board of Directors has been authorized to increase the Company’s capital stock with the Supervisory Board’s approval by up to €3,308,498.00 (Authorized Share Capital I 2009), through the issue for cash of new ordinary bearer shares under single or multiple initiatives up to January 18, 2014.
The Board of Directors was also authorized by resolution of the AGM on January 19, 2009, to increase the Company’s capital stock with the Supervisory Board’s approval by up to €13,233,996.00 (Authorized Share Capital II 2009), through the issue for cash and/or contributions in kind of new ordinary bearer shares under single or multiple initiatives up to January 18, 2014.
Contingent Share Capital.
The Company’s capital stock is conditionally increased by a maximum of €2,812,224.00, divided into a maximum of 2,812,224 bearer shares (Contingent Share Capital I). This Contingent Capital increase is to be used exclusively to cover stock options issued to members of the Company’s Board of Directors, board members of subordinate associated companies within and outside of Germany and to other executives and employees of the Company and its subordinate associated companies as detailed in the provisions of the authorization resolved by the AGM on May 14, 2004, as amended by the supplemental resolution of the AGM on February 21, 2006, as amended by the amendment resolution of the AGM on January 29, 2007, and as amended by the amendment and supplemental resolution of the AGM on January 28, 2008. This shall only be implemented to the extent that these share options are taken up and the Company does not provide the consideration in cash or with its own shares. The new shares shall carry dividend rights from the beginning of the fiscal year in which they are issued. Should the issue take place before the Ordinary AGM, the new shares shall be entitled to dividends for the previous fiscal year as well. The authorization to issue shares from Contingent Share Capital I expired at the end of May 13, 2009, without having been utilized.
The capital stock is conditionally increased by up to €10,000,000.00 (in words: ten million euros), divided into up to 10,000,000 bearer shares (Contingent Share Capital II). The Conditional Capital increase to create Contingent Share Capital II shall be carried out only insofar as the holders of option or conversion rights, or the parties who have conversion/option obligations from participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds that are issued or guaranteed up to January 27, 2013, by the Company or a dependent group company of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), pursuant to the authorization adopted by the AGM on January 28, 2008, make use of their option or conversion rights or, if they have conversion/option obligations, fulfill their conversion/option obligation. The new shares shall be issued at the option or conversion price to be defined in accordance with the above authorization adopted. The new shares shall carry dividend rights from the beginning of the fiscal year in which they are issued pursuant to the exercise of option and conversion rights or fulfillment of option or conversion obligations. If they are issued before the Ordinary AGM, the new shares shall be entitled to dividends for the previous fiscal year as well. The Board of Directors is authorized, with the consent of the Supervisory Board, to define the further details of the Conditional Capital Increase.
