100 % FUTURE - ALNO

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through issuing up to 8,698,326 ordinary shares against cash contributions or non-cash capital
contributions (Authorized Capital 2010). The authorized capital was entered in the commercial
register on August 31, 2010.
Shareholders are entitled to statutory subscription rights. The new shares may also be underwritten
by a bank or several banks with the obligation to offer them to shareholders for subscription (indirect
subscription right).
The Managing Board is authorized, with the Supervisory Board’s assent
• to exclude shareholders’ subscription rights for fractional amounts.
• to totally exclude shareholders’ subscription rights in order to offer the new shares in the company
to third parties against non-cash capital contributions as part of business combinations or to
acquire companies or parts of companies, and other assets including loan liabilities and other
liabilities.
• to exclude shareholders’ subscription rights if the capital increase against cash does not exceed
10% of the share capital, and the issue price is not significantly less than the stock market price
of the shares of equal class that are already listed.
• to exclude shareholders’ subscription rights to the extent that it is necessary to grant bearers of
option rights or creditors of convertible bonds that are issued by the company or its subordinate
Group companies subscription rights to new shares to the extent that they would be entitled
following the exercise of option or conversion rights, or satisfaction of conversion obligations.
On February 10, 2011, a resolution was passed by the Managing Board, with Supervisory Board
assent, to resume the capital increase from authorized capital that had been postponed in November
2010. The capital increase was implemented on March 3, 2011 through issuing 8,698,326 ordinary
shares each with a notional share in the share capital of EUR 2.60. The issue price was EUR 3.00.
As a consequence, the share capital increased by EUR 22,615,647.60 to EUR 67,846,945.40. The
company’s authorized capital was thereby fully placed as part of the offering. The capital increase
was entered in the commercial register on March 4, 2011.
Conditional capital
The Ordinary Shareholders’ General Meeting of July 26, 2007 passed a resolution to approve a
conditional capital increase. The Managing Board was authorized until July 25, 2012, to issue once
or on several occasions by the company or by companies in the direct or indirect majority ownership
of the company (Group companies) options and/or convertible debentures with a total value of up
to EUR 100,000,000.00 with a term of up to 20 years (debentures), and to take over the guarantee
for such debentures issued by subordinate Group companies, and to grant the bearers or creditors
of debentures option and/or conversion rights to a total of up to 5,761,049 ordinary shares in the
company with a proportionate amount of the issued share capital of up to EUR 14,978,727.40
according to the more detailed specifics of the relevant terms of the debenture. The conditional
capital increase is only be performed to the extent that option or conversion rights arising from the
debentures are utilized, respectively conversion obligations arising from the debentures are satisfied,
and to the extent that no cash settlement is granted, or treasury shares are utilized to service them.
The Management Board is authorized to determine the further specifics relating to the performance
of the conditional capital increase (Conditional Capital 2007/I). The conditional capital was entered
in the commercial register on September 21, 2007.
The Ordinary General Shareholders’ Meeting of ALNO AG on June 23, 2010, cancelled the authorization
that was approved by the General Shareholders’ Meeting of July 26, 2007 to issue bonds with
warrants and/or convertible bonds, as well as the Conditional Capital 2007/I.