Annual Report 2006/2007 KGaA/Group - BVB Aktie - Borussia ...

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Borussia Dortmund GmbH & Co. KGaA the General Shareholders' Meeting passed by a majority of three-quarters of the share capital re - presented at the passing of the resolution is required for changes to the Articles of Association relating to the objects of the Company (§ 179 (2) sentence 2 AktG), the issuance of non-voting preferred shares (§ 182 (1) sentence 2 AktG), capital increases where subscription rights have been disapplied (§ 186 (3) AktG), the creation of conditional capital (§ 193 (1) AktG), the creation of authorised capital (§ 202 (2) AktG) – where appropriate with authorisation to disapply subscription rights (§ 203 (2) sentence 2 together with § 186 (3) AktG) –, the ordinary or simplified reduction of capital (§ 222 (1) sentence 2 and/or § 229 (3) AktG) or a change of legal form (§ 233 (2) and/or § 240 (1) German Reorganisation Act (Umwand lungs - gesetz, “UmwG”)). In addition, capital increases, other changes to the Articles of Association and other decisions of a fundamental nature may only be resolved with the approval of the general partner, in accordance with § 285 (2) sentence 1 AktG. The Supervisory Board is authorised in accordance with § 12 No. 5 of the Articles of Association to resolve changes to the Articles of Association which relate only to their wording, in particular in connection with the amount of capital increases out of authorised and conditional capital. 7. In accordance with § 5 No. 4 of the Articles of Association of Borussia Dortmund GmbH & Co. KGaA, the general partner is authorised until 31 July 2011, with the approval of the Supervisory Board, to increase the share capital by the issue of up to 21,937,500 new no-par value ordinary bearer shares against cash or non-cash contributions on one or more occasions, but by a maximum of EUR 21,937,500.00 in total (Authorised Capital 2006). In all cases, the new shares participate in profits from the beginning of the financial year in which they are issued. The general partner is fur- ther authorised, with the approval of the Supervisory Board, to disapply the statutory subscription right of the limited liability shareholders in certain circumstances. In addition, by a resolution of the General Shareholders' Meeting held on 22 November 2005, the share capital of Borussia Dortmund GmbH & Co. KGaA has been conditionally increased by up to EUR 14,625,000.00 by the issue of up to 14,625,000 new no-par value ordinary bearer shares. The general partner is authorised until 31 October 2010, with the approval of the Supervisory Board, to issue bearer bonds with warrants and/or convertible bonds with a total nominal amount of up to EUR 40,000,000.00 and a maximum maturity of 25 years on one or more occasions. The holders of bonds with warrants may be granted rights to subscribe for, and the holders of convertible bonds may be granted rights to convert into, a total of up to 14,625,000 new no-par value ordinary bearer shares of the Company in accordance with the detailed terms and conditions of the bonds with warrants and/or convertible bonds. In the event of a takeover offer for shares issued by the Company and admitted to trading on an organised market, general statutory responsibilities and powers also apply to the general partner. For example, if a takeover offer were to be received, the general partner and the Supervisory Board would be required to issue and publish a response to the offer, giving their reasons, in accordance with § 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”), so that the limited liability shareholders can make a decision on the offer on an informed basis. Moreover, in accordance with § 33 WpÜG, once a takeover offer has been announced, the general partner may not take any actions outside the ordinary course of business 70
MANAGEMENT REPORT which could frustrate the success of the offer, unless those actions have been authorised by the General Shareholders' Meeting, or the Supervisory Board has given its approval to the actions or the actions relate to obtaining a competing offer. In making their decisions, the general partner and the Supervisory Board are bound to have regard to the interests of the Company, its employees and its shareholders. At the balance sheet date, there were no provisions of the Articles of Association within the meaning of §§ 33a – 33c WpÜG (European prohibition on frustrating action, European breakthrough rule, reservation of reciprocity). 8. The Company is not a party to any material agreements which are conditional on a change of control following a takeover offer for the issued shares of Borussia Dortmund GmbH & Co. KGaA. 9. The Company is not a party to any compensation agreements applying in the event of a takeover offer. STATEMENT OF THE GENERAL PARTNER CONCERNING RELATIONS WITH AFFILIATED COMPANIES The Dependent Company Report prepared by Borussia Dortmund GmbH & Co. KGaA pursuant to § 312 AktG sets out the relations with BV. Borussia 09 e.V. Dortmund as the controlling entity and its affiliated companies. The general partner – represented by its Managing Directors – issued the following concluding statement: that was in each case reasonable under the circumstances known to us at the time such transactions were entered into. In all other cases, the Company has been compensated for any disadvantages having arisen. No other measures within the meaning of § 312 (1) AktG were taken or omitted during the financial year. With respect to the transactions set out in the report concerning relations with affiliated companies, the Company received consideration in the financial year Dortmund, 15 August 2007 Borussia Dortmund GmbH & Co. KGaA Borussia Dortmund Geschäftsführungs- GmbH Hans-Joachim Watzke Managing Director (Chairman) Thomas Treß Managing Director 71
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Tradition • Passion • Success B
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KEY FIGURES AT A GLANCE BORUSSIA DO
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4 SIGNAL IDUNA PARK - THE EIN FUSSB
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6 SIGNAL IDUNA PARK - MORE THAN 90
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SIGNAL IDUNA PARK - CENTRE FOR BVB
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Dear Shareholders, Borussia Dortmun
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SIGNAL IDUNA PARK - THE CREATION Fr
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1974 to 1995: For 21 years the form
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REPORT OF THE SUPERVISORY BOARD Bor
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REPORT OF THE SUPERVISORY BOARD The
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GROUP MANAGEMENT REPORT exchange be
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GROUP MANAGEMENT REPORT mainly to r
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GROUP MANAGEMENT REPORT RISK REPORT
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GROUP MANAGEMENT REPORT organisatio
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GROUP MANAGEMENT REPORT THE RISK SI
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GROUP MANAGEMENT REPORT Thus we wil
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GROUP MANAGEMENT REPORT OTHER DISCL
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GROUP MANAGEMENT REPORT actions out
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BVB Ticketing Long queues form befo
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CONSOLIDATED FINANCIAL STATEMENTS C
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IMPRINT / FINANCIAL CALENDAR 2007/2
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SIGNAL IDUNA PARK - MORE THAN 90 MI
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Annual Report 2006/2007 KGaA/Group - BVB Aktie - Borussia ...

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