pdf (2.5 MB) - METRO Group

METRO GROUP : ANNUAL REPORT 2010 : BUSINESS
→ GROUP MANAGEMENT REPORT : 9. NOTES PURSUANT TO § 315 SECTION 4 OF ThE GERMAN COMMERCIAL COdE
ANd EXPL ANATORy REPORT OF ThE MANAGEMENT BOARd
exclude subscription rights in the event of a capital increase
in exchange for cash capital contributions to the extent necessary
to grant subscription rights to new shares to the
holders of warrant or convertible bonds issued by METRO AG
and affiliates thereof in which METRO AG holds at least
90 percent of shares, directly or indirectly, in the scope to
which they would be entitled upon exercise of the warrant or
conversion rights or fulfilment of the warrant or conversion
obligations. The Management Board is further authorised,
with the consent of the Supervisory Board, to exclude shareholder
subscription rights for one or more capital increases
if the capital increase is executed in exchange for cash capital
contributions, the aggregate par value of such capital
increases does not exceed 10 percent of the Company’s
share capital and the issue price of the new shares is not
substantially lower than the stock exchange price of existing
shares of the same class at the time of final definition of the
issue price. The limit of 10 percent of the Company’s share
capital is diminished by the share of the share capital represented
by the Company’s own shares which are sold during
the term of authorised capital III while excluding shareholder
subscription rights according to §§ 71 Section 1 No. 8
Sentence 5, 186 Section 3 Sentence 4 of the German Stock
Corporation Act. The limit is further diminished by the share
of the share capital represented by shares which are issued
to service warrant or convertible bonds with warrant or conversion
rights or obligations insofar as the bonds in question
are issued during the term of authorised capital III while
excluding subscription rights in analogous application of
§ 186 Section 3 Sentence 4 of the German Stock Corporation
Act. The Management Board is authorised, with the consent
of the Supervisory Board, to define further details of the
capital increases. The new shares may be acquired by banks
if the latter agree to tender them to the shareholders. To
date, authorised capital III has not been used.
Authority to buy back the Company’s own shares
METRO AG is authorised to buy back its own shares in
accordance with § 71 of the German Stock Corporation Act.
On the basis of § 71 Section 1 No. 8 of the German Stock
Corporation Act, the Annual General Meeting decided on
5 May 2010:
“a) The Company is authorised to acquire shares of the
Company of any share class on or before 4 May 2015. The
authorisation shall be limited to the acquisition of shares
collectively representing a maximum of 10 percent of the
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share capital issued as of the date the Annual General
Meeting resolution is passed. The authorisation may be
exercised in whole or in part, in the latter case also several
times. It may also be exercised for the acquisition of
either ordinary shares or preference shares only.
b) Shares may be acquired on the stock exchange or by way
of a public tender offer.
aa) If shares are acquired on the stock exchange, the
purchase price per share (excluding incidental transaction
costs) paid by the Company shall not be more
than 5 percent above or below the arithmetic mean
of the closing prices quoted for shares of the Company
of the same share class on the XETRA trading
system (or a functionally comparable successor
system replacing the XETRA system) of the Frankfurt
Stock Exchange during the three trading days
immediately preceding the date of acquisition.
bb) If shares are acquired by way of a public tender offer,
the purchase price per share offered and paid by the
Company (not including incidental transaction costs)
shall not be more than 10 percent above or below the
arithmetic mean of the closing prices quoted for
shares of the Company of the same share class on
the XETRA trading system (or a functionally comparable
successor system replacing the XETRA system)
of the Frankfurt Stock Exchange during the three
trading days immediately preceding the date of
announcement of the offer. If the public tender offer
is oversubscribed, shares may be acquired in proportion
to the respective stakes of the tendering
shareholders in the Company or in proportion to the
number of tendered shares. Commercial rounding
may be used to avoid fractional shares.
c) In addition to selling acquired Company shares on the
stock exchange or by offer to all shareholders, the Management
Board is authorised, with the consent of the
Supervisory Board, to use Company shares acquired in
accordance with the authorisation granted in letter a)
above or on the basis of an earlier authorisation for any
of the following purposes:
aa) Listing of shares of the Company on any foreign stock
exchanges where it was not hitherto admitted for
trading. The initial listing price of these shares may