PDF (7.3 MB) - GILDEMEISTER Interim Report 3rd Quarter 2012

Consolidated Financial Statements of gildemeister Aktiengesellschaft: Notes to the Consolidated Financial Statements 173shareholders, a subscription right to new shares to the extent they would be entitledto following the exercising of the option or conversion right or the fulfilment ofconversion obligations,c) to exclude any residual amounts from the subscription right, andd) capital increase through cash contribution, if the issue price of the new shares isnot significantly lower than the exchange price at the time the issue price is finallydefined by the Executive Board within the meaning of section 203 paragraphs 1 and2, section 186 paragraph 3 sentence 4 of the German Companies Act (AktG), and theprorated amount of the share capital relating to the new shares that are subject tothe exclusion of the subscription right, in aggregate does not exceed 10% of theshare capital at the time the new shares are issued. The limit of 10% of the registeredcapital includes shares that are sold during the lifespan of the authorisedcapital to the exclusion of the shareholders’ subscription rights pursuant to section71 paragraph 1, no. 8 sentence 5 and section 186 paragraph 3 sentence 4 of theGerman Companies Act (AktG), and shares with respect to which a conversion rightor option right or a conversion obligation or option obligation due to option and / orconvertible bonds exists and that were issued by virtue of authorisation of the generalmeeting of shareholders from 14 May 2004 to the exclusion of the subscriptionright pursuant to section 221 paragraph 4 and Section 186 paragraph 3 sentence 4of the German Companies Act (AktG).The Executive Board is authorised, with the approval of the Supervisory Board, tolay down further details for the capital increase and its implementation.The share capital has been conditionally increased by up to a further € 37,500,000.00through the issue of up to 14,423,076 bearer shares (conditional capital I). The contingentcapital increase is for granting new no-par bearer shares to the holders of options orwarrants issued by the company or by a group company controlled by the company underthe authorisation passed by resolution of the Annual General Meeting of 15 May 2009under agenda item 7 against cash payment and grants a warrant or option right to thenew no-par bearer shares of the company or provides for a conversion requirement.The new shares will be issued at an option or conversion price to be determined inaccordance with the aforementioned authorisation resolution.The capital increase is to be effected only insofar as the holders of option or conversionrights or those obliged to exercise conversion or options rights exercise theiroptions or conversion rights, insofar as they are obliged to exercise their conversion oroption rights, they fulfil their obligation to exercise the conversion or option right andneither shares already in existence nor the payment of a cash amount is used to fulfil theoption or conversion rights.The new shares will participate in the profit as of the beginning of the financial yearin which they are issued following the exercising of option or conversion rights, or thefulfilment of conversion or option obligations.consolidated financialstatements