THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

On March 30, 2007, Symrise GmbH & Co. KG signed two research
and development agreements, each with a term of three years and
total costs of € 3.8 million. These agreements became effective on
April 1, 2007. The two partners to the contracts are AnalytiCon
Discovery GmbH (Potsdam) and BRAIN Biotechnology Research
and Information Network AG (Zwingenberg). As at December 31,
2008, the total residual commitment arising from these agreements
was € 1.6 million.
Claims for damages were made against Symrise during 2008 with
respect to defective products; the claims have not yet been
brought to court. In view of the uncertainty relating to the actual
commencement of litigation proceedings and the related chance
of success, it is not possible at present to estimate the potential
financial impact. Furthermore, it is possible that any potential
legally binding claim may be recoverable through insurance.
Contingent Assets
As in the previous year, there were no contingent assets at
December 31, 2008.
8.22. Share Capital
During 2008, the subscribed capital of Symrise AG remained unchanged.
The total number of shares is 118,173,300, each of which has
a nominal value of € 1.00. No capital contributions were outstanding.
Authorized Capital
On December 1, 2006, an extraordinary general meeting of the
shareholders authorized the Executive Board to increase the Company’s
capital stock, with the consent of the Supervisory Board, by
up to € 40.0 million in one or more issues of new non-par value
bearer shares up until October 31, 2011. In this connection, the
participation rights for the new shares may be determined in
deviation from Section 60 AktG [“Aktiengesetz”: German Stock
Corporation Act].
Existing shareholders are to be granted a subscription right. However,
the Executive Board may exclude this subscription right, with
the approval of the Supervisory Board, in the following circumstances:
1. In the case of capital increases in return for non-cash contributions
in kind for the purpose of acquiring companies or share interests
in companies.
2. Inasmuch as this is necessary, in order to grant holders of warrants
and convertible bonds issued by Symrise AG or its subsidiaries
a right to subscribe to new shares to the extent that
they would be entitled to such a right when exercising the warrants
or options or when meeting obligations arising from the
warrants or options.
3. To offset fractional amounts arising as a result of a capital increase
in return for cash contributions.
4. In order to issue new shares at an issue price that is not substantially
less than the market price of shares already quoted
on the stock exchange at the date the issue price is finally determined,
whereby within the context of restricting this authorization
to a total of 10% of the capital stock, those shares are to
be set off for which the subscription right of the shareholders in
application of Section 186 (3) Sentence 4 AktG is excluded
upon use of the authorization to sell treasury stock and upon
use of the authorization to issue conversion options or warrants.
8.23. Capital and Other Reserves
The capital reserve remained unchanged in 2008.
9. FINANCIAL INSTRUMENTS
Default Risk
Items for Which There Is a Risk of Default
The financial instruments classified in accordance with IAS 39 are
as follows:
T€
Assets
Trade receivables
Other assets and receivables
Loans and receivables
Financial assets available for sale
Financial instruments stated
as fair value
Liabilities
Trade payables
Borrowings
Sundry liabilities
Financial liabilities stated
at amortized costs
Financial instruments stated
as fair value
2007
214,478
6,265
220,743
4,583
9,301
72,424
608,662
7,061
688,147
0
2008
221,686
9,463
231,149
2,261
0
82,170
710,438
22,962
815,570
15,362
138 Annual Report 2008 Symrise AG