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pUMa BUsiness and sUstainaBility RepoRt 2012
ManageMent RepoRt
DiSCloSureS PurSuant to SeCtion 315 (4)
of tHe German CommerCial CoDe (HGB)
SeCtion 315 (4)(1) HGB
On the balance-sheet date, subscribed
capital totaled € 38.6 million and was divided
into 15,082,464 no-par-value shares. As of
the balance-sheet date, the Company held
143,185 treasury shares.
SeCtion 315 (4)(3) HGB
Messrs. François Henri Joseph Pinault
(48 Rue de Bourgogne, F-75007 Paris) and
François Jean-Henri Pinault (7Bis Rue des
Saint Pères, F-75006 Paris) notified us with
a letter from August 3, 2011 that the share of
voting rights in PUMA SE allotted to each of
them pursuant to Section 22 (1)(1)(1) WpHG
[Securities Trading Act] exceeded the 75%
threshold and on that day totaled 75.12%
(11,330,446 voting rights), whereby at 1.15%
of the share of voting rights (173,377 voting
rights) this concerned treasury shares
of PUMA SE. The shares of voting rights
are held by Messrs. Pinault through the
following companies they control, whose
shares of voting rights in PUMA SE amount
to more than 3% (ranked by size of stake
held by Messrs. Pinault): Financière Pinault
S.C.A. (12 Rue François 1er, F-75008 Paris),
Artémis S.A. (12 Rue François 1er, F-75008
Paris), PPR S.A. (10 Avenue Hoche, F-75008
Paris) as well as SAPARDIS S.A. (10 Avenue
Hoche, F-75008 Paris). We received corresponding
disclosures from the aforementioned
four intermediate holding companies
on the same day.
SeCtion 315 (4)(6) HGB
Regarding the appointment and dismissal
of Managing Directors, reference is made
to the applicable statutory requirements of
Section 40 of the German SE Implementation
Act (SEAG). In addition, Article 13 (1) of
PUMA SE’s Articles of Incorporation stipulates
that the Administrative Board shall
appoint one or several Managing Director(s).
It may appoint one of these Managing Directors
as Chief Executive Officer and one or
two as Deputy Chief Executive Officers. Pursuant
to Section 9 (1) c (ii) of the SE Regulation
(SE-VO), the requirements for changing
the Articles of Incorporation are governed
by Sections 133 and 179 of the German Stock
Corporation Act (AktG).
SeCtion 315 (4)(7) HGB
On April 10, 2012 the capital authorized pursuant
to Article 4 (3) and (4) of PUMA SE’s
Articles of Incorporation lapsed due to the
passage of time. On April 24, 2012 the Annual
General Meeting revoked the authorization
for the authorized capital in accordance with
Article 4 (3) and (4) of PUMA SE’s Articles of
Incorporation and passed a resolution for
new authorized capital in accordance with
Article 4 (2) and (3) of PUMA SE’s Articles
of Incorporation, including corresponding
changes to the Article of Incorporation.
With the resolution by the Annual General
Meeting from April 24, 2012, the Administrative
Board is authorized to raise capital
until April 23, 2017 as follows:
Through one or more issues of up to
2,929,687 of new no-par value bearer
shares at a pro-rata value of the capital
stock of € 2.56 per share against contributions
in cash of up to € 7.5 million. The
new shares may also be taken over by
one or more credit institutions selected
by the Administrative Board subject to
the obligation that the credit institutions
offer said shares to the shareholders for
subscription (indirect subscription right).
The shareholders are basically entitled
to a subscription right, whereby the
shareholders’ subscription rights may be
excluded to prevent fractional amounts
(Authorized Capital I).
Through one or more issues of up to
2,929,687 of new no-par value bearer
shares at a pro-rata value of the capital
stock of € 2.56 per share against contri-
butions in cash or in kind of up to € 7.5
million. The new shares may also be
taken over by one or more credit institutions
selected by the Administrative
Board subject to the obligation that the
credit institutions offer said shares to the
shareholders for subscription (indirect
subscription right). The shareholders are
basically entitled to a subscription right,
whereby the shareholders’ subscription
rights may be excluded to prevent fractional
amounts (Authorized Capital II).
With the resolution adopted by the Annual
General Meeting on April 22, 2008, the share
capital may be increased by up to € 1.5 million
by issuing up to 600,000 new shares. The
contingent capital increase may only be used
exclusively for granting subscription rights
(stock options) to former members of the
Supervisory Board and the Managing Directors
of the Company as well as other executives
of the company and subordinate associated
companies.
On December 31, 2012 a conditional capital
totaling € 1.5 million (previous year: € 1.5
million) is still available.
For more details, please refer to the relevant
disclosures in the Notes to the Consolidated
Financial Statements.