Annual Report 2012 - ORCO Germany

ORCO GERMANY S.A.
Société Anonyme
R.C.S. Luxembourg B 102.254
NOTES TO THE ACCOUNTS
December 31, 2012
- continued -
Authorized capital not issued:
At the extraordinary general meeting of 26 April 2012, the shareholders resolved to set the existing
authorized share capital to an amount of EUR 100,000,000 for a period of 5 years from the date of
the General Meeting.
According to article 5 of the Articles of Association of the Company has an authorized, but
unissued share capital of EUR 84,674,387 (the “Authorized Capital”).
The Board of Directors of the Company is authorized and empowered within the limits of the
authorized capital to:
- realize any increase of the share capital or equity of the Company with or without the
issuance of new shares; and
- issue bonds, preferred equity certificates, warrants, options or other instruments
convertible, exchangeable or exercisable into new shares and to issue new shares further
to the conversion or exercise of the above mentioned instruments.
For the avoidance of doubt, any increase of the share capital or equity of the Company, as well as
any issue of bonds, preferred equity certificates, warrants, options or other instruments
convertible, exchangeable or exercisable into new shares decided by the Board of Directors prior
to 26 April 2012 under the former authorized share capital of the Company but not realized,
converted or exercised at this date remains validly approved and can be realized, issued,
converted or exercised under this new authorized capital.
Such authorization will expire five years after the date of general meeting of shareholders of the
Company held on 26 April 2012 and can be renewed in accordance with the applicable legal
provisions.
Legal reserve
In accordance with the commercial law, the company must appropriate to the legal reserve a
minimum of 5% of the annual profit until such reserve equals 10 % of the share capital.
Distribution by the way of dividends of the legal reserve is restricted.
Subscribed
capital
Share
premium
account
Other
Reserves
Loss brought
forward
Loss for the
financial year
EUR EUR EUR EUR EUR
Situation as at
December 31, 2011 60,964,166 123,657,605 - (191,940,347) (3,493,278)
Allocation of the result
- - - (3,493,278) 3,493,278
Decrease of capital of
April 26 th , 2012 (56,087,033) - 56,087,033 - -
Increase of capital of
October 8 th , 2012 15,325,613 93,792,752 - -
Loss of the period - - - - (23,282,686)
Situation as at
December 31, 2012
20,202,746 217,450,357 56,087,033 (195,433,625) (23,282,686)
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