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
not be more than 5 percent below the arithmetic
mean of the closing prices for shares of the Company
of the same share class on the XETRA trading system
(or in a functionally comparable system replacing the
XETRA system) on the Frankfurt Stock Exchange
during the last five days of trading preceding the date
of stock exchange listing;
bb) Transfer of shares of the Company to third parties in
connection with corporate mergers or in connection
with the acquisition of other companies, divisions of
other companies or interests in other companies;
cc) Redemption of shares of the Company, without the
need for any further resolution by the Annual General
Meeting authorising such redemption and implementation
of such. Such redemption may also be
accomplished without a reduction in capital by
adjusting the proportional value of the remaining nopar-value
shares to the share capital of the Company.
In this case, the Management Board is authorised to
adjust the number of no-par-value shares in the Articles
of Association;
dd) Sale of shares of the Company by means other than
via the stock exchange or via an offer to all shareholders,
provided that the sale is for cash payment
and at a price not substantially lower than the
stock exchange price in effect for listed shares of
the Company with the same terms on the date of
sale. The foregoing authorisation shall be limited
to the sale of shares collectively representing no
more than 10 percent of the share capital. The limit
of 10 percent of the share capital shall be reduced
by the pro rata amount of share capital represented
by any shares issued (a) during the effective
period of this authorisation in the course of any
capital increase under exclusion of subscription
rights according to § 186 Section 3 Sentence 4
of the German Stock Corporation Act, or (b) to
service warrant or convertible bonds providing for
warrant or conversion rights or obligations, insofar
as such bonds were issued during the effective
period of this authorisation under exclusion of
subscription rights by analogous application of
§ 186 Section 3 Sentence 4 of the German Stock
Corporation Act;
→ p. 122
ee) delivery of shares to holders of warrant or convertible
bonds of the Company or its affiliates, according
to the terms and conditions applicable to such warrant
or convertible bonds; this also applies to the
delivery of shares based upon the exercise of subscription
rights, which in the event of a sale of Company
shares through an offer to all shareholders may
be granted to holders of warrant or convertible bonds
of the Company or any of its affiliates, to the same
extent that holders of such warrant or convertible
bonds would have subscription rights for shares of
the Company after exercising the warrant or conversion
rights or performing the warrant or conversion
obligations. The shares transferred based upon this
authorisation shall collectively not exceed a pro rata
amount of 10 percent of the share capital. Shares
issued or sold by direct or analogous application of
§ 186 Section 3 Sentence 4 of the German Stock Corporation
Act during the effective period of this
authorisation up to the date of use shall count towards
the aforementioned limit;
d) The authorisations granted in letter c) may be exercised
on one or several occasions, in whole or in part, individually
or collectively. Company shares acquired based
on the authorisation granted in letter a) as collateral for
liabilities under the performance share plan 2009 may
be sold exclusively via the stock exchange.
e) The subscription rights of shareholders shall be excluded
if Company shares are used for any of the purposes
authorised in letters c) aa), bb), dd) and ee).”
The authorisation for the repurchase of Company shares
serves the possible applications listed in letter c);
Among other things, the authorisation is intended to enable
the Company to buy back its own shares for listings, by
exclusion of subscription rights, at foreign exchanges where
the Company’s ordinary shares are not yet listed. In addition,
the authorisation is supposed to enable the Company to use
its own ordinary shares as payment by exclusion of subscription
rights in the context of business combinations or
acquisitions of companies, divisions of companies or interests
in companies. The Company is also supposed to be able
to retire its own shares without a renewed resolution by the
Annual General Meeting. In addition, the authorisation shall