2011 annual report - ALNO

Consolidated financial statements | Notes to the consolidated statement of financial position95By resolution of the Annual General Meeting on 14 July 2011,the Board of Management was authorized to issue, on oneor more occasions until 13 July 2016, cum-warrant and/orconvertible bonds in a total nominal amount of up to EUR100,000,000.00 with a term of up to 20 years either throughthe company or through companies in which the companyhas a direct or indirect majority holding ("subordinate Groupcompanies") and to guarantee such cum-warrant and/or convertiblebonds issued by the company's subordinate Groupcompanies. The holders of cum-warrant and/or convertiblebonds must be granted option and/or conversion rights forup to 13,047,489 no-par-value ordinary shares in the companywith a prorated share of up to EUR 33,923,471.40 in thecompany's share capital in accordance with the respectiveterms and conditions of the cum-warrant and/or convertiblebonds ("conditions").This contingent capital increase may only be realized if optionand/or conversion rights are issued and only insofar as theholders of the warrants or convertible bonds exercise theiroption or conversion rights, or insofar as the holders withconversion or option obligation also discharge their conversion/ option obligation, and the contingent capital is neededin accordance with the terms and conditions of the cumwarrantor convertible bond. The new shares issued on thebasis of the option or conversion right exercised or throughdischarge of the conversion or option obligation share inprofits as from the beginning of the financial year in whichthey are created.The shares can be purchased through the stock exchange orthrough a public offer to buy addressed to all the company'sshareholders, as preferred by the Board of Management.If shares are purchased through the stock exchange, theconsideration paid by the company per share (excludingincidental expenses) must be not more than 10% higher orlower than the stock exchange price quoted for the company'sstock on the XETRA electronic trading platform (oran equivalent subsequent system) when the Frankfurt stockexchange opens for trading on the date of purchase.If they are purchased through a public offer to buy addressedto all the company's shareholders, the purchase price offeredor the limits of the price range offered per share (excludingincidental expenses) must not be more than 20% higher orlower than the average closing price for the company's stockon the XETRA electronic trading platform (or an equivalentsubsequent system) quoted on the Frankfurt stock exchangeon the last three trading days before publication of the offer.The offer can be adjusted if the price deviates significantlyfollowing publication of the offer. In this case, the price will bebased on the corresponding average closing price on the lastthree trading days before publication of the adjusted offer. Thevolume offered can be limited. If the offer is oversubscribed,acceptance must be prorated in accordance with the sharesoffered in each case. Priority may be given to acceptingsmaller numbers of up to 100 of the shares offered for saleper shareholder.The Board of Management was authorized to specify furtherdetails, with the consent of the Supervisory Board, concerningthe realization of this contingent capital increase (contingentcapital 2011).The Board of Management is authorized, with the consent ofthe Supervisory Board, to use the company shares acquiredon the basis of this or a previous authority for the followingpurposes:Acquisition of own sharesBy resolution of the Annual General Meeting on 23 June 2010,the Board of Management was authorized to buy own sharesup to 10% of the share capital existing at the time of adoptingthe resolution, as permitted by Section 71 (1), No. 8, of theStock Companies Act (AktG). This authority can be exercisedin the full amount or part-amounts, on one or more occasionsand in pursuit of one or more objectives by the company orby third parties for account of the company. At no point maythe acquired shares together with other own shares accountfor more than 10% of the share capital. This authorizationbecame effective on 24 June 2010 and remains valid until22 June 2015.The shares may also be sold by other means than through thestock exchange or by offer to all shareholders if they are soldin return for cash payment at a price not significantly lowerthan the stock exchange price quoted for the company'sstock at the time of sale. However, this authority applies subjectto the proviso that the shares sold on the basis of thisauthority do not exceed a prorated amount equal to 10% ofthe share capital, neither at the time of becoming effectivenor at the time of exercising this authority. The maximum limitof 10% is reduced by the prorated amount of share capitalcorresponding to the shares issued within the framework ofa capital increase during the term of this authority for whichsubscription rights are excluded in accordance with Section186 (3), fourth sentence, of the Stock Companies Act (AktG).The maximum limit of 10% is also reduced by the proratedamount of share capital corresponding to the shares issued