annual Report 2009 - STRATEC Biomedical AG

Report of the board of Management
Report of the supervisory board
THE share
Corporate Governance
Group Management report
Consolidated financial statements
Service
§ 4 (4.6) Paragraph 4 of the Articles of Association provides for Conditional Capital V. This conditional capital increase
serves to grant subscription rights (stock options) up to May 19, 2014 on the basis of the resolution adopted by the
Annual General Meeting on May 20, 2009. The conditional capital increase is only exercised to the extent that bearers
of stock options actually exercise their subscription rights. The new shares have profit entitlement from the beginning of
the financial year in which they are issued. Conditional Capital V amounted to u 800,000.00 as of December 31, 2009.
Furthermore, § 4 (4.7) of the Articles of Association provides for Conditional Capital IV, which amounts to u 500,000.
Conditional Capital IV serves exclusively to grant up to 500,000 new ordinary bearer shares to the bearers or creditors of
warrant or convertible bonds issued pursuant to the resolution adopted by the Annual General Meeting on June 23, 2006
by the company or by companies in which the company holds direct or indirect majority shareholdings.
Total conditional capital (Conditional Capitals I–V) thus amounts to u 1,552 thousand as of December 31, 2009 (previous
year: u 1,360 thousand).
Treasury stock
The authorization to acquire treasury stock granted by the Annual General Meeting on May 31, 2008 was rescinded
by resolution of the Annual General Meeting held on May 20, 2009. Furthermore, the Annual General Meeting held on
May 20, 2009 authorized the company until November 19, 2010 to acquire further treasury stock up to a total of 10 %
of the share capital. Alongside disposal via the stock exchange or by way of a public offer addressed to all shareholders,
the treasury stock thereby newly acquired or already acquired on the basis of earlier authorizations may be used as
follows:
• Subject to approval by the Supervisory Board, the treasury stock may be retired without any further resolution being
required.
• The treasury stock may be used to the exclusion of shareholders’ subscription rights to service subscription rights
granted to directors, officers and employees of the company and of other associated companies in which majority
shareholdings are held within the framework of stock option programs based on resolutions adopted by the Annual
General Meeting.
• The treasury stock may be sold to third parties to the exclusion of shareholders’ subscription rights in return for noncash
contributions within the framework of business combinations or to acquire companies, sections of companies or
shareholdings in companies.
• The treasury stock may be sold to third parties to the exclusion of shareholders’ subscription rights in ways other than
via the stock exchange, but the selling price may not fall significantly short of the share’s average closing price in XETRA
trading at the Frankfurt Stock Exchange on the five trading days preceding the substantiation of the disposal obligation
and may not exceed the ten percent limit set out in § 186 (3) Sentence 4 of the German Stock Corporation Act (AktG)
including any utilization of other authorizations to exclude subscription rights pursuant to § 186 (3) Sentence 4 of the
German Stock Corporation Act (AktG) in the period since this authorization became effective.
The company made no use of this authorization in 2009.
Number 2009 2008
Balance at 12.31. of the previous year 134,492 4,492
Treasury stock acquired 0 130,000
Treasury stock surrendered -70,597 0
Treasury stock at 12.31. of the financial year 63,895 134,492
The treasury stock surrendered relates to stock surrendered upon the Invitek acquisition.
Treasury stock is recognized at cost within other equity at a total amount of u 997,203.51 (previous year:
u 2,014 thousand).
stratec Annual Report 2009
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