Home  ... Investor Relations STADA securities Resolution passed at the Annual General Meeting as of June 16, 2011

Resolution passed at the Annual General Meeting as of June 16, 2011

Resolution on the authorization to acquire and dispose of own shares as well as on the exclusion of subscription rights

1. Effective at the end of the day of this Annual General Meeting, the Executive Board shall be authorized, in accordance with section 71, para. 1, no. 8 of the German Stock Corporation Act, to acquire own shares to a maximum of up to 10% of the share capital of the Company as at the date of the resolution, provided that the shares acquired as a result of this authorization, together with other shares of the Company that are either held by the Company or have to be added to shares the Company holds according to sections 71d and 71e of the German Stock Corporation Act, may at no time exceed 10% of the share capital of the Company. The authorization may be utilized at one time or repeatedly, in whole or in partial amounts, in fulfillment of one or more aims by the Company but also by its direct or indirect subsidiaries or by third parties for the account of the Company or for their own. The requirements of section 71, para. 2 sentences 2 and 3 of the German Stock Corporation Act are to be observed. The authorization shall become effective on June 17, 2011 and shall be valid until June 16, 2013.
   
2. The shares may, at the discretion of the Executive Board, be acquired via the stock exchange or by way of a public tender offer to all shareholders of the Company.
   • If the shares are acquired via the stock exchange, the consideration per share paid by the Company (excluding ancillary acquisition costs) may not exceed or fall short by more than 10% of the opening price of the Company’s share on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the trading day.
   • If the shares are acquired by way of a public tender offer to all of the shareholders of the Company, the purchase price offered or the limits of the purchase price span per share (excluding ancillary acquisition costs) may not exceed or fall short of the average by more than 10% of the average closing price of the Company’s share on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the last three trading days prior to the public announcement of the offer. In the event, however, that after the public announcement of the offer significant variances in the applicable price occur, then the offer may be adjusted. In this case any adjustment will be made based on the average closing price on the last three trading days prior to the publication of the adjustment. The volume of the offer may be limited. Where the offer has been oversubscribed, then the acceptance must be in proportion to the respective shares offered. Preferential acceptance of smaller numbers of shares of up to 100 shares offered for the acquisition per shareholder may be provided for.
3. The Executive Board is authorized, subject to the approval of the Supervisory Board, to utilize shares of the Company that have been acquired, on the basis of this authorization or an authorization issued at an earlier date, for the following purposes:
   1. The shares may be disposed of through the stock exchange or by way of a public tender offer to all of the shareholders of the Company.
      
   2. The shares may also be disposed of in ways other than through the stock exchange or through a public tender offer to all shareholders provided the shares are sold at a price against cash payment which is not significantly lower than the average closing price of the shares of the Company on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the last three trading days prior to the disposal. This authorization shall apply on condition that the shares sold under this authorization may not exceed a corresponding share of 10% of the share capital in total, namely, neither at the time of the authorization becoming effective, nor at the time of the authorization being exercised. The maximum level of 10% decreases by the corresponding amount of share capital accounted for by those shares that are issued during the term of this authorization as part of a capital increase under exclusion of subscription rights pursuant to section 186, para. 3, sentence 4 of the German Stock Corporation Act. The maximum level of 10% decreases further by the corresponding amount of share capital that is accounted for by those shares that are issued or are to be issued in order to service bonds with conversion or option rights, insofar as the bond was issued during the term of this authorization under exclusion of subscription rights within section 186, para. 3, sentence 4 of the German Stock Corporation Act applying mutatis mutandis.
      
   3. The shares may be disposed of against a contribution in kind, in particular in connection with mergers between undertakings and the acquisition of business undertakings, divisions of business undertakings or participations in business undertakings.
      
   4. The shares may be offered for sale to persons who are employed by the Company or any of its affiliated companies.
      
   5. The shares may be used to fulfill obligations of the Company based on bonds with warrants and/or convertible bonds that will be issued or guaranteed in the future by the Company.
   The authorization may be utilized at one time or repeatedly, in whole or in partial amounts, in fulfillment of one or more aims by the Company but also by its direct or indirect subsidiaries or by third parties for the account of the Company or for their own. The subscription right for the shareholders to these own shares is excluded, if these shares are utilized in accordance with the aforementioned authorizations in no. 3b) to e). In addition, the Executive Board, with the approval of the Supervisory Board and in the case of a disposal of own shares within the scope of a public tender offer to all shareholders of the Company pursuant to no. 3a), may exclude the subscription rights for fractional amounts.
   
4. The Executive Board shall further be authorized to redeem the acquired own shares with the approval of the Supervisory Board without passing an additional shareholders' resolution. In this case, the Supervisory Board shall be authorized to adjust the number of no-par value shares in the articles of incorporation.