ANNUAL REPORT 2011 A.S. CRÉATION TAPETEN AG

GROUP MANAGEMENT REPORT
50
2011), the share capital of A.S. Création
Tapeten AG amounts to € 9,000,000 and is
divided into 3,000,000 no par value shares.
Each share has one vote at the Annual General
Meeting of Shareholders. This does not apply
to own shares held by the company, from which
no rights arise to the company.
According to the notifications received in accordance
with sections 21 and 41 of the German
Securities Trading Act (Wertpapierhandelsgesetz
WpHG), more than 10% of the voting
rights in A.S. Création Tapeten AG are held by
Mr Franz Jürgen Schneider, who holds 29.10%,
and Ms Karin Schneider, who holds 10.04%.
According to section 76 and 84 of the German
Stock Corporation Act (Aktiengesetz AktG) and
Article 6 of the current statutes of A.S. Création
Tapeten AG, the Managing Board must consist
of a minimum of two people. The exact number
of Managing Board members is determined by
the Supervisory Board of A.S. Création Tapeten AG.
The Supervisory Board appoints the members
of the Managing Board for a maximum term
of five years. A re-appointment is permissible.
The Supervisory Board may appoint one member
as Chairman of the Managing Board. The
Supervisory Board may revoke the appointment
of a member or the Chairman for an important
reason. Such important reasons are gross breach
of duty, inability to manage the business
properly or withdrawal of confidence by the
Annual General Meeting of Shareholders.
According to section 179 AktG and Article 18
paragraph 2 of the current statutes of A.S. Création
Tapeten AG, the statutes may be amended by
a resolution of the Annual General Meeting
of Shareholders with a simple majority of the
votes cast. A majority of three quarters of the
votes cast is required to change the business
purpose of the company.
According to a resolution of the Annual General
Meeting of Shareholders dated May 5, 2010,
the Managing Board is authorised to acquire
own shares up to a par value of € 900,000
(which represents a maximum of 10% of the
share capital) until May 6, 2015. The Managing
Board is also authorised to call in the shares
acquired, to resell them, in which case shareholders’
subscription rights may be excluded
under certain circumstances, or to use the shares
acquired for company acquisitions or equity
investments. As of December 31, 2011 the company
holds 243,649 own shares. 125,000 of
these shares were used as collateral for loans.
According to Article 4 paragraph 3 of the current
statutes of A.S. Création Tapeten AG, the
Managing Board is authorised, until May 4,
2016, to increase the share capital, subject
to the approval of the Supervisory Board, by