STADA Annual General Meeting
Voting results of the Annual General Meeting of June 20, 2007
The presence prior to the vote was 18,924,528 shares which represents
32.44% share capital.
Item 1 on the agenda
Submission of the adopted annual financial statements and the consolidated annual financial statements as at 31
December 2006, together with the management report and the management report
of the Group as well as the Supervisory Board report for the financial year 2006
No voting
Item 2 on the agenda
Resolution on the appropriation of the annual balance sheet profits
The Executive Board and the Supervisory Board propose to allocate
the annual balance sheet profits of the 2006 financial year in the amount of EUR 38,029,293.36 as follows:
| 1. |
Payment of dividends in the amount of EUR 0.62 per share |
EUR 36.047.155,26 |
| 2. |
Balance carried forward to new account |
EUR 1.982.138,10 |
| Balance sheet profits |
EUR 38.029.293,36 |
The dividend shall be paid out on 21 June 2007. The payment of the
dividend is effected to shareholders who hold their shares in
self-custody against submission of dividend coupon no. 14.
Voting result
Voting'Yes': 99.98%
Item 3 on the agenda
Resolution formally granting discharge (Entlastung) to the members
of the Executive Board for the 2006 financial year
The Executive Board and the Supervisory Board propose
that discharge (Entlastung) be granted to the members of the Executive Board for the 2006 financial year.
Voting result
Voting'Yes': 99.90%
Item 4 on the agenda
Resolution formally granting discharge (Entlastung) to the members
of the Supervisory Board for the 2006 financial year
The Executive Board and the Supervisory Board propose that
discharge (Entlastung) be granted to the members of the Supervisory Board for the 2006 financial year.
Voting result
Voting'Yes': 99.88%
Item 5 on the agenda
Appointment of the auditor for the 2007 financial year
The Supervisory Board proposes that TREUROG GmbH Wirtschaftsprüfungsgesellschaft,
Steuerberatungsgesellschaft, Frankfurt am Main, be appointed auditor for the 2007 financial year.
Voting result
Voting'Yes': 98.57%
Item 6 on the agenda
Cancellation of the existing authorisation to acquire own shares;
new resolution on the authorisation to acquire and dispose of own shares
By a resolution of the Annual General Meeting dated
14 June 2006 the company is authorised, pursuant to § 71, para. 1, no.
8 of the German Stock Corporation Act (Aktiengesetz - AktG), to acquire own shares
to a maximum of 10 per cent. of the share capital existing at the time when the resolution is passed.
To the extent that the existing authorisation has not been utilised,
it shall be cancelled upon the conclusion of this Annual General Meeting and shall be replaced by a further authorisation
valid for 18 months, namely, until 20 December 2008.
The Executive Board and the Supervisory Board propose resolution of the following:
- The current authorisation of the Executive Board to acquire own shares
pursuant to the Annual General Meeting resolution dated 14
June 2006 in relation to item 6 on the agenda there, shall be cancelled
with effect upon the expiry of the day of this Annual General Meeting, to the extent to which the existing authorisation has not been utilised.
- With effect upon the expiry of the day of this Annual General Meeting, the Executive Board shall be authorised, in accordance with § 71, para.
1, no. 8 of the German Stock Corporation Act, to acquire own shares to a maximum
of 10 per cent. of the present share capital. The authorisation may be utilised at
one time or repeatedly, in whole or in partial amounts, in fulfilment of one or more
aims of the company or by third parties for the account of the company. Together with
other own shares that are either held by the company or can be attributed to the company
under §§ 71a et seq. of the German Stock Corporation Act, the acquired shares may at no
time exceed 10 per cent. of the share capital. The authorisation shall become effective
on 21 June 2007 and shall be valid until 20 December 2008.
- The acquisition of shares may, at the discretion of the Executive Board, occur
via the stock exchange or by way of a public tender offer to all shareholders of the company.
- In the event that 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 per cent. of the price fixed around 1:00 p.m. on the electronic Xetra trading
system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the trading
day during the intra-day auction.
- In the event that the acquisition occurs 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 20 per cent. of
the price fixed around 1:00 p.m. during the intra-day trading auction on the electronic Xetra trading
system (or a comparable successor trading system) on the Frankfurt Stock Exchange during the 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 price on the last trading day
prior to 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 per shareholder may be provided for.
- The Executive Board is, with the consent of the Supervisory Board, authorised to dispose
of any shares of the company acquired on the basis of this authorisation or prior authorisations,
for all purposes mandatorily permissible by law, including the following purposes:
- The shares may be disposed of in a way other than via the stock exchange or through an offer to all shareholders,
provided that the shares are disposed of at a price against a cash payment which is not significantly lower than
the price fixed around 1:00 p.m. during the intra-day trading auction on the electronic Xetra trading system (or
a comparable successor trading system) on the Frankfurt Stock Exchange on the third trading day prior to the disposal of the shares.
- 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 and participations in business undertakings.
- The shares may be offered for sale to persons who are employed by the company or any of its affiliated companies.
- The shares may be used for fulfilling obligations of the company based on bonds with warrants and/or convertible bonds
that are issued or guaranteed in the future.
Authorisation may be exercised in whole or in part, on one or more occasions, in pursuit of one or more purposes.
The subscription right of the shareholders to these own shares, in that respect, is excluded.
The Executive Board shall be further authorised to redeem the acquired own shares with the approval
of the Supervisory Board without the passing of an additional general shareholders' meeting resolution.
Voting result
Voting'Yes': 99.30%
Item 7 on the agenda
Item 7 on the agenda was withdrawn by the Executive Board and Supervisory Board at
the beginning of the Annual General Meeting.
Item 8 on the agenda
Item 8 on the agenda was withdrawn by the Executive Board and Supervisory Board at the beginning of the Annual General Meeting.