pdf (2.5 MB) - METRO Group

METRO GROUP : ANNUAL REPORT 2010 : BUSINESS
→ NOTES : NOTES TO ThE BAl ANCE ShEET
50,000,000 new ordinary shares in the Company, to
provide for the respective warrant or conversion obligations
or to provide for the Company’s right to redeem
the bonds by providing ordinary shares in METRO AG,
in whole or in part, in lieu of cash payment (authorisation
II).
Both were annulled by resolution of the Annual General
Meeting of 5 May 2010. In accordance with the Act on the
Implementation of the Shareholder Rights directive (ARuG)
and the rulings of the federal Court of Justice of 18 May
2009, the detailed stipulations for the determination of the
warrant or conversion price in the previous authorisations
I and II became redundant.
The Annual General Meeting of 5 May 2010 newly resolved
a contingent increase in the share capital by up to
€127,825,000, divided into up to 50,000,000 ordinary bearer
shares (contingent capital I). This contingent capital increase
is connected to the creation of a new authorisation for the
Management Board to issue warrant or convertible bearer
bonds (“bonds”), with the consent of the Supervisory Board,
with a nominal value of up to €1,500,000,000 in one or several
tranches by 4 May 2015 and to grant the bond holders
warrant or convertible rights to up to 50,000,000 new ordinary
shares in the Company based on the conditions of the
bonds, to provide for the respective warrant or conversion
obligations or to provide for the Company’s right to redeem
the bonds by providing ordinary shares in METRO AG, in
whole or in part, in lieu of cash payment. To date, no warrant
and/or convertible bonds have been issued based on said
authorisation.
Authorised capital I
On 23 May 2007, the Annual General Meeting resolved to
authorise the Management Board to increase the share
capital, with the consent of the Supervisory Board, by issuing
new ordinary bearer shares in exchange for cash contributions
in one or several tranches for a total maximum
of €40,000,000 by 23 May 2012 (authorised capital I).
A subscription right is to be granted to existing shareholders.
however, the Management Board has been
authorised to restrict this subscription right, with the consent
of the Supervisory Board, to the extent required to
grant the holders of warrant and convertible bonds issued
by METRO AG and its wholly owned direct or indirect sub-
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sidiaries a right to purchase the number of new ordinary
shares to which they would be entitled upon exercise of
their warrant/conversion rights and to further exclude the
subscription right to compensate for fractions of shares
from rounding.
In addition, the Management Board has been authorised to
restrict shareholders’ subscription rights, with the consent
of the Supervisory Board, for one or several capital increases
under the authorised capital, provided that the total par
value of such capital increases does not exceed 10 percent
of the share capital registered in the commercial register at
the time the authorised capital is first utilised, and further
provided that the issue price of the new ordinary shares is
not substantially below the market price of the Company’s
listed ordinary shares of the same category at the time the
initial offering price of the new issue is finally fixed. The
Management Board is authorised to determine all further
details of the capital increases with the consent of the
Supervisory Board. To date, authorised capital I has not
been used.
Authorised capital II
On 23 May 2007, the Annual General Meeting resolved to
further authorise the Management Board, with the consent
of the Supervisory Board, to increase the Company’s share
capital by issuing new ordinary bearer shares in exchange
for non-cash contributions in one or several issues for a
maximum total of €60,000,000 by 23 May 2012 (authorised
capital II). The Management Board is authorised, with the
consent of the Supervisory Board, to decide on the restriction
of the subscription rights and to determine all further
details of the capital increases. To date, authorised capital II
has not been used.
Authorised capital III
On 13 May 2009, the Annual General Meeting further authorised
the Management Board, with the consent of the Supervisory
Board, to raise the Company’s share capital by up to
€225,000,000 by 12 May 2014 by issuing new ordinary bearer
shares in exchange for cash or non-cash capital contributions,
at once or in several stages (authorised capital III).
Shareholders are to receive subscription rights thereto.
however, the Management Board is authorised, with the
consent of the Supervisory Board, to exclude residual