Annual report 2008 - Advanced Inflight Alliance AG

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20 The statutory provisions of Section 84 and Section 85 of the German Stock Corporation Act (Aktiengesetz – AktG) apply to the appointment and discharge of members of the Management Board. Section 179 of the AktG applies to amendments of the Articles of Association. According to Art. 12 of the Articles of Association in conformity with Section 179 (1) sentence 2 of the AktG, the Supervisory Board is authorized to make amendments to the Articles of Association that affect only the wording. According to Art. 5 of the Articles of Association, the company has Authorized Capital of EUR 7,400,000.00 with which the Management Board is authorized to increase the share capital with the approval of the Supervisory Board by issuing up to 7,400,000 new no-par value shares against cash and/or non-cash contributions. The shareholders must be granted a subscription right. The Management Board is authorized by the Articles of Association to exclude shareholders‘ subscription rights in full or in part with the consent of the Supervisory Board and to determine the rights accruing to the shares in the future and the conditions for issuing shares. Shareholders‘ subscription rights may only be excluded for fractional shares, capital increases against non-cash contributions for the granting of shares for the acquisition of companies, business units and equity interests and for capital increases against cash contributions if the issue price of the shares issued with subscription rights excluded in accordance with Section 186 (3) sentence 4 of the AktG is not significantly lower than the market price of shares in the company of the same class and with the same rights that are already listed on the stock exchange at the time the issue price is finally determined and the shares issued with subscription rights excluded in accordance with Section 186 (3) sentence 4 of the AktG do not exceed a total of 10% of the share capital. The Management Board was authorized by resolution of the Annual General Meeting on July 01, 2008, to buy back treasury shares corresponding to 10% of the share capital extant as of the date of the resolution. This authorization includes the option to purchase the treasury shares on stock exchanges or by means of a purchase offer to all of the company‘s shareholders. It also authorizes the Management Board to resell the company‘s treasury shares acquired under this authorization (in each case with the approval of the Supervisory Board) on stock exchanges or to retire them, in whole or in part, without having to obtain another shareholder resolution. A total of 300,000 treasury shares were repurchased between June 04, 2008, and September 03, 2008, under this share buy-back program and retired in November 2008 by resolution of both the Management Board and the Supervisory Board. The Management Board was authorized by resolution of the Annual General Meeting on July 01, 2008, to establish a Stock Option Plan 2008 with a par value of EUR 340,000.00 – subject to the approval of the Supervisory Board – that grants options on shares in AIA AG to members of the company‘s Management Board and members of the executive management of AIA AG‘s affiliates, in addition to creating Contingent Capital 2008/I and executing the corresponding amendment of the Articles of Association. The Management Board was authorized by resolution of the Annual General Meeting on July 02, 2007, to establish a Stock Option Plan 2007 with a par value of EUR 800,000.00 – subject to the approval of the Supervisory Board – that grants options on shares in AIA AG to members of the company‘s Management Board and to members of the executive management of AIA AG‘s affiliates, in addition to creating (new) Contingent Capital II and executing the corresponding amendment of the Articles of Association.
Some of our subsidiaries‘ contracts with customers contain change of control provisions. Both the content of these contracts and the names of the business partners are confidential, in keeping with the provisions of the relevant contracts. Any disclosure in breach of contract would expose the company or the members of its two boards to claims for damages or fines, thus posing considerable risks to the company; hence no disclosure is made. The contracts that the company has made with the chief executive officer and the chief financial officer contain change of control provisions. Accordingly, the chief executive officer and the chief financial officer may terminate their employment contracts and resign their offices; if the respective director‘s contract is terminated, they are entitled to compensation equivalent to their (fixed and variable) compensation plus the stipulated contributions to the pension fund until the end of the term of office to which they had been appointed, however, at a minimum a compensation payment equivalent to two gross annual salaries (fixed and variable compensation). If he is dismissed early, the chief executive officer shall be paid compensation equivalent to at least one year‘s gross annual salary (fixed and variable compensation) plus contributions to the pension fund. The company does not have any agreements with the employees to compensate them in the event of a takeover offer. Research and development DTI is the sole Group company to incur research and development costs, specifically, in the amount of EUR 416 thousand. IV. Events after the balance sheet date After the vice chairman of the Supervisory Board, Prof. Dr. Manfred Niewiarra, resigned effective December 31, 2008, Dr. Andreas Beyer was appointed to the Supervisory Board on January 09, 2009, by the court upon application of the Management Board with the approval of the Supervisory Board. Mr. Rudolf Seidl has served as the vice chairman of the Supervisory Board since March 11, 2009. 21
Page 1 and 2: ANNUAL REPORT 2008
Page 3 and 4: Contents 5 Group struccture Advance
Page 5 and 6: Group structur Advanced Inflight Al
Page 7 and 8: neu Fairdeal Multimedia Pvt. Ltd.,
Page 9 and 10: The customers of the Group include
Page 11 and 12: 4.4 Currency developments On an ann
Page 13 and 14: 9. Course of business and key event
Page 15 and 16: neu Effective June 04, 2008, the Ma
Page 17 and 18: Finance income Finance income dropp
Page 19: Financial management Our financial
Page 23 and 24: 2. Significant individual risks Ext
Page 25 and 26: Litigation risks All litigation wit
Page 27: Otto Dauer (left) Chief executive o
Page 30 and 31: 30 ADVANCED INFLIGHT ALLIANCE AG, M
Page 38: 38 ADVANCED INFLIGHT ALLIANCE AG, M

Annual report 2008 - Advanced Inflight Alliance AG

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