THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

Dr. Gerold Linzbach therefore requested that his contract should
not be extended beyond the agreed term of October 2009. His
fixed salary will continue to be paid up until then. He will be entitled
to pro rata bonus payments.
Directors and Officers Insurance
Symrise holds liability insurance for the members of its executive
board. The insurance covers personal liability for the members of
this group and does not include a deductible.
Disclosures required by Takeover Law in accordance with
Section 315, para 4 of the HGB (German Commercial Code)
The stated capital of Symrise AG remains unchanged at EUR
118,173,300 and is divided into no-par-value bearer shares with a
nominal value of EUR 1. The associated rights and duties are set
forth in the relevant provisions of the German Stock Corporation
Act (AktG). There are no different types of shares with different
rights and obligations. Nor do any special rights or rights of control
exist for any shareholders.
No shareholder informed us that it had exceeded 10% or more of
voting rights in our Company.
The appointment and removal of members of the Executive Board
(Secs. 84 and 85 of the Stock Corporation Act) and amendments
to the articles of incorporation and bylaws (Secs. 133 and 179) are
based on the provisions of the Stock Corporation Act.
The Executive Board is authorized, subject to the consent of the
Supervisory Board, to increase the stated capital of the Company
until October 31, 2011, by up to EUR 40 million through one or
more issuances of new no-par bearer shares against contribution
in cash and/or in kind.
The new shares may be underwritten by one or more financial institutions
determined by the Executive Board, in order for such
shares to be offered to the shareholders (indirect subscription
right). The Executive Board is authorized, subject to the consent of
the Supervisory Board, to exclude the subscription rights of existing
shareholders in the following instances:
a) in the event of a capital increase against contribution in kind, if
the capital is increased in order to acquire businesses, business
units or participating interests in businesses, or in order to grant
shares to employees of the Company or its affiliates in compliance
with applicable law;
Annual Report 2008 Symrise AG 91
b) to the extent necessary, to grant rights to subscribe for new
shares of the Company to holders of options or convertible bonds
issued by the Company or its subsidiaries to the extent such holders
will be entitled to such shares pursuant to the terms of the option
or convertible bond;
c) to exclude fractional amounts from the subscription rights;
d) in the event of a capital increase against cash contribution, if the
issue price of the new shares is not significantly lower within the
meaning of Sec. 203, para. 1 and 2, 186 para. 3 sentence 4 of
the German Stock Corporation Act (AktG) than the market price of
already listed shares of the Company falling into the same class of
shares at the time the issue price is definitively determined by the
Executive Board, and if the amount by which the capital is increased
and for which the subscription rights are excluded does
not exceed 10% of the stated capital of the Company at the time
the new shares are issued. Towards such 10% limit shall count
shares that are sold without subscription rights pursuant to sec. 71
para.1 no. 8 sentence 5, 186 para. 3 sentence 4 of the Stock Corporation
Act during the term of this authorized capital, and shares
as to which a right or obligation to buy or to convert attaches which
is based on an option or, respectively, a convertible bond that was,
in each case, issued without subscription rights pursuant to sec.
221 para. 4, 186 para. 3 sentence 4 of the Stock Corporation Act
during the term of this authorized capital.
The Executive Board is authorized, subject to the consent of the
Supervisory Board , to determine the further particulars of the capital
increase and its implementation including the scope of the
shareholder rights and the conditions for the share issue.
Furthermore, the general meeting of shareholders held on April
29, 2008 authorized the Executive Board to acquire treasury stock
up to a level of 10% of the current stated capital. The acquired
shares together with any other treasury stock already owned by
the Company, or which pursuant to Sec. 71 a et seq. of the Stock
Corporation Act is attributed to the Company, may not at any time
exceed 10% of the stated capital. The authorization may not be
misused for the purposes of trading in the Company’s own shares.
a) for one or more purposes, the authorization may be invoked by
the Company, or by third parties for the account of the Company,
in one total amount or in a number of partial amounts either singly
or on several separate occasions. The authorization is valid until
September 30, 2009.
Group Management
Report