Home  ... Investor Relations STADA securities Resolution passed at the Annual General Meeting as of June 10, 2008

Resolution passed at the Annual General Meeting as of June 10, 2008

Statement of the Executive Board regarding agenda items 7 and 8 (PDF)

Authorisation to issue bonds with warrants and/or convertible bonds and at the same time reation of Conditional Capital 2008/II, renaming of the hitherto existing Conditional Capital and corresponding amendments to the articles of association

(TRANSLATION FROM THE GERMAN LANGUAGE – FOR CONVENIENCE ONLY)

1. Authorisation of the Executive Board to issue bonds with warrants and/or convertible bonds

   a)		Authorisation period, nominal amount, maturity, number of shares as well as the further setting of bonds with warrants and/or convertible bonds. The Executive Board is authorised, on or before 9 June 2013, on one or more occasions, to issue bonds with warrants and/or convertible bonds in an aggregate nominal amount of up to EUR 1,000,000,000.00 and with a maturity of up to 20 years through the company or through companies in which the company directly or indirectly has a majority holding ("subordinated group companies"), and to assume the guarantee for such bonds with warrants and/or convertible bonds is-sued by subordinated group companies of the company and to grant the holders or creditors of bonds with warrants and/or convertible bonds, option and/or conversion rights up to a total of 25,701,330 registered shares with restricted transferability of the company, representing a proportionate amount of the share capital of up to EUR 66,823,458.00 in accordance with the more detailed provisions of the respective terms of the bonds with warrants and/or convertible bonds ("Terms"). Other than in Euro, the bonds with warrants and/or convertible bonds may also be denominated in the legal currency of a member country of the OECD, however, limited to the relevant equivalent value in Euro. The bonds with warrants and/or convertible bonds may also be issued against contributions in kind, if the value of such contributions in kind corresponds to the issue price and the issue price is not significantly lower than the theoretical market value of the bonds with warrants and/or convertible bonds as determined in accordance with accepted methods of financial mathematics. The bonds with warrants and/or convertible bonds shall be divided into equal partial debentures in bearer form. If bonds with warrants are being issued, one or more warrants shall be added to each partial debenture, which authorise the holder to purchase registered shares with restricted transferability of the company in accordance with the Terms. The Terms for bonds with warrants issued by the company which are denominated in Euro may provide that the option price can also be fulfilled by the transfer of bonds with warrants and, where necessary, by an additional payment in cash. Insofar as fractions of shares arise, the provision can be made that these fractions, according to the Terms, can be added to the subscription of whole shares, if necessary, against additional payment. If convertible bonds are being issued, the holders obtain the irrevocable right to change their convertible bonds into registered shares with restricted transferability of the company in accordance with the Terms determined by the Executive Board. The conversion ratio results from the division of the nominal amount or from the issue amount which is lower than the nominal amount or from the nominal amount marked up for interest accruing of a partial debenture by the conversion price for one share of the company and may be rounded up or down to a whole number; moreover, an additional cash payment can be determined, as well as the combination of or an offset for non-convertible fractions.
   b)		Subscription right, exclusion of subscription right The shareholders shall in principle have a right to subscribe to the bonds with warrants and/or convertible bonds; the bonds with warrants and/or convertible bonds may also be subscribed for by a bank or a syndicate of banks subject to the condition that they in turn be offered for subscription to the shareholders. The Executive Board, however, is authorised, with the approval of the Supervisory Board, to exclude the subscription right to bonds with warrants and/or convertible bonds of the existing shareholders, in order to exclude fractional shares resulting from a given subscription ratio from the subscription right of existing shareholders to the bonds with warrants and/or convertible bonds; if such bonds are issued against payment in cash and the issue price is not significantly lower than the theoretical market value of the bonds with warrants and/or convertible bonds, as determined in accordance with accepted methods of financial mathematics; however this only applies insofar as the shares to be issued to service the option and/or conversion rights established on this basis in total do not exceed 10 % of the share capital either at the time of this authorisation becoming effective or at the time of the authorisation being exercised. The proportionate amount of the share capital, which relates to shares issued between 10 June 2008 and the expiry of this authorisation from an authorised capital by way of a capital increase against contributions in cash and under the exclusion of the subscription right pursuant to section 186, para. 3, sentence 4 of the German Stock Corporation Act, is to be added to this amount. Also to be added to this amount is the proportionate amount of the share capital that relates to the sale of own shares insofar as this sale occurs during the term of this authorisation under the exclusion of the subscription right pursuant to section 186, para. 3, sentence 4 of the German Stock Corporation Act; if such bonds with warrants and/or convertible bonds are issued against contributions in kind and the exclusion of subscription rights is in the interest of the company; however, this only applies insofar as the shares to be issued to service the option and/or conversion rights created in this process in total do not exceed 20 % of the share capital either at the time of this authorisation becoming effective or at the time of the authorisation being exercised; to the extent necessary and up to an amount which in total does not exceed 20 % of the share capital to grant holders of option rights and/or creditors of convertible bonds that will be issued by the company or its subordinated group companies, a subscription right to the extent to which they would be entitled after exercising their rights or after fulfilment of any conversion obligations.
   c)		Option and/or conversion price, protection against dilution The option and/or conversion price is to be calculated in accordance with the following principles: aa)   The option and/or conversion price for a registered share of the company with restricted transferability either equals 120 % of the volume weighted average stock exchange price of the company's shares in the XETRA trading on the Frankfurt Stock Exchange (or a comparable successor system) during the period of time of the bookbuilding procedure which shall be carried out by the banks attending the issue of shares, or the day or the days on which the bookbuilding procedure is carried out, or – if a subscription right is being granted – 120 % of the closing price of the shares of the company in the XETRA trading on the Frankfurt Stock Exchange (or a comparable successor system) on the day before the announcement of the final conditions pursuant to section 186, para. 2, sentence 2 of the German Stock Corporation Act. The respectively relevant volume weighted stock market price or, as the case may be, closing price is hereinafter referred to as "Reference Price". bb)   In the case of the issuance of bonds with warrants and/or convertible bonds, determining an option and/or conversion obligation, the option and/or conversion price shall correspond to the following amount: 100 % of the Reference Price, should the arithmetic mean of the closing prices of the shares of the company in XETRA trading on the Frankfurt Stock Exchange (or a comparable successor trading system) the 20 trading days ending with the third trading day before the day of the option exercise and/or conversion be less than or equal the Reference Price; the arithmetic mean of the closing prices of the shares of the company in XETRA trading on the Frankfurt Stock Exchange (or a comparable successor trading system) the 20 trading days ending with the third trading day before the day of the option exercise and/or conversion, should this value be greater than the Reference Price and smaller than 115 % of the Reference Price; 115 % of the Reference Price, should the arithmetic mean of the closing prices of the shares of the company in XETRA trading on the Frankfurt Stock Exchange (or a comparable successor trading system) the 20 trading days ending with the third trading day before the day of the option exercise and/or conversion be greater than or equal 115 % of the Reference Price; irrespective of the above provisions 115 % of the Reference Price, should the holders of the bonds with warrants and/or convertible bonds before the entry of the option and/or conversion obligation exercise an existing option and/or conversion right. cc)   Without prejudice to section 9, para. 1 of the German Stock Corporation Act, the option and/or conversion price may be reduced pursuant to a dilution protection clause according to the exact terms, if the company increases its share capital before the end of the option and/or conversion period, while honouring the subscription right of existing shareholders, or issues or guarantees further bonds with warrants and/or convertible bonds, and the holders of existing option and/or conversion rights are not granted a subscription right in this regard, as they would be entitled to following the exercise of the option and/or conversion right, respectively. Reduction of the option and/or conversion price can also be effected by a cash payment when exercising the option and/or conversion right. In addition, the Terms may provide for adjustment of the option and/or conversion rights or conversion obligation, in the case of capital decrease or other extraordinary measures or events (such as unusually high dividends, third parties obtaining control). Should control be obtained by third parties, an adjustment of the option and/or conversion price, as is customary in the particular market, may be provided. dd)   In any event, the proportionate amount of the share capital attributable to the shares to be subscribed for each bond with warrants and/or convertible bond must not exceed the nominal value of the bond with warrants and/or convertible bond.
   d)		Authorisation to determine further details The Terms may provide the company's right in the case of option exercise and/or conversion, not to grant new shares, but to pay a cash amount equivalent to the amount of shares to be delivered alternatively, and which corresponds to the volume weighted average closing price of the company's shares in the XETRA trading on the Frankfurt Stock Exchange (or a comparable successor system) during the ten trading days before or after the option exercise and/or conversion has been declared, as the case may be. The Terms may also provide that the bonds with warrants and/or convertible bonds may be converted, at the company's discretion, instead of into new shares from Conditional Capital into already existing company shares or the shares of another listed company, and/or that the option right may be executed by the delivery of such shares. The Terms may also provide an option and/or conversion obligation, as the case may be, at the end of maturity (or at another point in time). In this case the specifications of this authorisation shall apply accordingly. In addition, in the case of final maturity of the bonds with warrants and/or convertible bonds (this also includes maturity due to termi-nation), the Terms may also provide the company's right to grant creditors, in whole or in part, company shares or shares of another listed company instead of payment of the amount of cash due. In addition, the Executive Board is authorised, in accordance with the above specifications, to determine the further details of the issue and features of the bonds with warrants and/or convertible bonds and their terms or to do so in agreement with the corporate bodies of the subordinated group company issuing the bonds with warrants and/or convertible bonds, in particular, interest rate, issue price, term and denomination, subscription/conversion ratio, creation of a conversion obligation, determination of an additional cash payment, settlement or combination of fractional shares, cash payment instead of delivery of shares, delivery of existing shares rather than issuance of new shares, option and/or conversion price and option and/or conversion period.

2. Conditional capital increase

   The share capital is conditionally increased by up to EUR 66,823,458.00 by issuing up to 25,701,330 registered shares with restricted transferability and carrying a dividend right as of the beginning of the financial year in which they are issued. The conditional capital increase serves the purpose of granting shares to the holders or creditors of bonds with warrants and/or convertible bonds issued by the company or a subordinated group company on the basis of the authorisation of the Annual General Shareholders' Meeting of 10 June 2008. The issue of new shares will be carried out subject to the respective option and/or conversion price to be determined in accordance with the aforementioned authorisation. The conditional capital increase will be effected only insofar as the option and/or conversion rights relating to the bonds with warrants and/or convertible bonds are exercised or any option and/or conversion obligations under these bonds with warrants and/or convertible bonds are fulfilled and insofar as no cash settlement is granted and no own shares are used for servicing.

   The Executive Board is authorised to determine the further details of implementation of the conditional capital increase (Conditional Capital 2008/II).

3. Renaming of the hitherto existing Conditional Capital

   The hitherto existing Conditional Capital is renamed and restated as follows:

   The share capital of the company is conditionally increased by up to EUR 9,522,552.00 by issuing up to 3,662,520 registered shares with restricted transferability (Conditional Capital 2004/I). The conditional capital increase will be effected only insofar as the holders of option rights exercise their option rights. The new shares will share the profits from the beginning of that financial year when the option rights were exercised, thus creating the new shares.

4. Amendments to the articles of association

   Resolutions (2) to (3) above necessitate the following amendments to the articles of association:

   a)		A new section 3 shall be introduced into clause 6 of the articles of association: "3. The share capital is conditionally increased by up to EUR 66,823,458.00 by issuing up to 25,701,330 registered shares with restricted transferability and carrying a dividend right as of the beginning of the financial year in which they are issued. The conditional capital increase serves the purpose of granting shares to the holders or creditors of bonds with warrants and/or convertible bonds issued by the company or a subordinated group company on the basis of the authorisation of the Annual General Shareholders' Meeting of 10 June 2008. The conditional capital increase is to be effected only insofar as option and/or conversion rights relating to the option and/or conversion bonds are exercised or any option and/or conversion obligations under these bonds with warrants and/or conversion bonds are fulfilled and insofar as no cash settlement is granted and no own shares are used for servicing. The Executive Board is authorised to determine the further details of implementation of the conditional capital increase (Conditional Capital 2008/II)."
   b)		Clause 6, section 2 of the articles of association is revised as follows: "2. The share capital of the company is conditionally increased by up to EUR 9,522,552.00 by issuing up to 3,662,520 registered shares with restricted transferability (Conditional Capital 2004/I). The conditional capital increase will be effected only insofar as the holders of option rights exercise their option rights. The new shares will share in the profits from the beginning of the financial year when the option rights have been exercised."
   c)		The current section 6, para. 3 of the articles of association shall become section 4. This section is revised as follows: "4. The Supervisory Board is authorised both in the case of capital increase by the authorised capital pursuant to section 1 as well as in the case of the realisation of conditional capital increase pursuant to sections 2 and 3 to adjust the wording of sections 5 and 6, section 1, sentence 1, section 2, sentence 1 as well as section 3, sentence 1 of the articles of association according to the particular utilisation of the authorised capital and/or conditional capital. This also applies to the adjustment of section 6 of the articles of association in the cases of non-utilisation at the expiry of the authorisation."