The good prospects are based on the all-embracing ... - ALNO AG

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56 sinGLE-Entity and GRoup manaGEmEnt REpoRt | othER disCLosuREs II. rePorT PursuaNT To seCTIoNs 289 (4) aNd 315 (4) of <strong>The</strong> GerMaN CoMMerCIal Code (hGB) As the ALNO Group's p<strong>are</strong>nt, ALNO AG uses an organized market within the meaning of Section 2 (7) of the German Securities Acquisition and Takeover Act (WpÜG) for its issued voting sh<strong>are</strong>s and therefore reports in accordance with Sections 289 (4) and 315 (4) of the German Com- mercial Code (HGB). Composition of the subscribed capital <strong>The</strong> subscribed capital totals EUR 67,846,945.40 as at 31 December 2011 and is divided into 26,094,979 no-par-value sh<strong>are</strong>s. <strong>The</strong> sh<strong>are</strong>s <strong>are</strong> issued as be<strong>are</strong>r sh<strong>are</strong>s and fully paid up. restrictions on voting rights or the transfer of sh<strong>are</strong>s Restrictions on voting rights or the transfer of sh<strong>are</strong>s exclu- sively concern a voting commitment, even when associated with agreements between sh<strong>are</strong>holders. In conjunction with a Standstill and Sh<strong>are</strong>holder Agreement, IRE Beteiligungs GmbH granted Küchen Holding GmbH an irrevocable power of attorney to exercise the voting rights associated with the sh<strong>are</strong>s held by IRE Beteiligungs GmbH at the discretion of Küchen Holding GmbH. This voting agreement was terminated on 30 January 2012. Further restrictions <strong>are</strong> not known to the Board of Management. Each sh<strong>are</strong> grants one vote in accordance with Article 22 of the Articles of Incorporation. direct or indirect equity interests <strong>The</strong> equity interests applicable as at 31 December 2011 <strong>are</strong> summarized below on the basis of the last figures reported to ALNO AG in accordance with the German Securities Trading Act (WpHG): Affiliated company IRE Beteiligungs GmbH, Schorndorf 1) Bauknecht Hausgeräte 1), 2) GmbH, Schorndorf Whirlpool Greater China Inc., 1), 3) Benton Harbor, MI/USA Küchen Holding GmbH, Munich 4) Milano Investments S.à r.l., Luxemburg, Luxemburg 5) Sh<strong>are</strong> of voting rights holders of sh<strong>are</strong>s with special rights Notification/ publication date 18.64 % 22.7.2010 18.64 % 22.7.2010 18.64 % 22.7.2010 54.14 % 23.3.2011 54.14 % 29.6.2011 <strong>The</strong>re <strong>are</strong> no sh<strong>are</strong>s with special rights authorizing control. Type of voting control in the case of employee holdings <strong>The</strong> Board of Management does not know of any voting control in the event that employees hold a sh<strong>are</strong> of the capital and do not exercise their right of control directly. _ 1 In conjunction with a Standstill and Sh<strong>are</strong>holder Agreement, IRE Beteiligungs GmbH granted Küchen Holding GmbH an irrevocable power of attorney to exercise the voting rights associated with the sh<strong>are</strong>s held by IRE Beteiligungs GmbH at the discretion of Küchen Holding GmbH. 2 Pursuant to Section 22 (1), first sentence, No. 1 of the German Securities Trading Act (WpHG), the voting rights of IRE Beteiligungs GmbH <strong>are</strong> ascribed to Bauknecht GmbH. 3 Pursuant to Section 22 (1), first sentence, No. 1 of the German Securities Trading Act (WpHG), the voting rights of Bauknecht GmbH <strong>are</strong> ascribed to Whirlpool Greater China Inc. 4 Pursuant to Section 22 (1), first sentence, No. 6, of the German Securities Trading Act (WpHG), 18.81% of the voting rights <strong>are</strong> ascribed to Küchen Holding GmbH. 5 Of these voting rights, 35.33% <strong>are</strong> ascribed to Milano Investments S.à.r.l. in accordance with Section 22 (1), first sentence, No.1 of the German Securities Trading Act (WpHG) and 18.81% in accordance with Section 22 (1), first sentence, No. 6, second and third sentences, of the German Securities Trading Act (WpHG).
statutory regulations and provisions in the articles of Incorporation concerning the appointment and dis- missal of members of the Board of Management and amendments to the articles of Incorporation Members of the Board of Management <strong>are</strong> appointed and dismissed in accordance with Section 84 of the Stock Companies Act (AktG). Amendments to the Articles of Incorporation <strong>are</strong> decided by the Annual General Meeting in accordance with Sections 133 and 179 of the Stock Companies Act (AktG). In Section 12 (2) in combination with Section 12 (1) of the Articles of Incorporation, the Annual General Meeting has exercised the option pursuant to Section 179 (1), second sentence, of the Stock Companies Act (AktG) and authorized the Supervisory Board to undertake changes which merely concern the version of the Articles of Incorporation. Power of the Board of Management to issue and buy back sh<strong>are</strong>s By resolution of the Ordinary General Meeting of ALNO AG on 14 July 2011, the Board of Management was authorized to increase the company's sh<strong>are</strong> capital with the consent of the Supervisory Board on one or more occasions by up to EUR 33,923,471.40 by issuing up to 13,047,489 no-par-value ordinary sh<strong>are</strong>s in return for cash and/or non-cash contributions until 13 July 2016 (authorized capital 2011). <strong>The</strong> authorized capital was entered in the Register of Companies on 17 August 2011. <strong>The</strong> Board of Management is authorized to undertake the following actions with the consent of the Supervisory Board: • to exclude sh<strong>are</strong>holders' subscription rights for fractional amounts. • to exclude the sh<strong>are</strong>holders' subscription rights as a whole in order to offer the company's new sh<strong>are</strong>s to third par- ties in return for non-cash contributions in conjunction with business combinations or the acquisition of companies or parts thereof, as well as with the acquisition of other assets, including loans and other liabilities. • to exclude the sh<strong>are</strong>holders' subscription rights if the cash capital increase does not exceed 10% of the sh<strong>are</strong> capital and the issuing price is not significantly lower than the market price of correspondingly endowed sh<strong>are</strong>s which <strong>are</strong> already listed on the stock market. • to exclude the sh<strong>are</strong>holders' subscription rights if necessary in order to grant the holders of warrants or the creditors of convertible bonds issued by the company or its subordinate sinGLE-Entity and GRoup manaGEmEnt REpoRt | othER disCLosuREs Group companies a subscription right to the new sh<strong>are</strong>s commensurate with that accruing after exercising their option or conversion rights or following the discharge of conversion obligations. As at 31 December 2011, the authorized capital had not been drawn on and consequently still amounted to EUR 33,923,471.40. <strong>The</strong> Annual General Meeting on 14 July 2011 decided on a contingent capital increase. <strong>The</strong> Board of Management was authorized to issue, on one or more occasions until 13 July 2016, cum-warrant and/or convertible bonds in a total nominal amount of up to EUR 100,000,000.00 with a term of up to 20 years either through the company or through companies in which the company has a direct or indirect majority holding ("subordinate Group companies") and to guarantee such cum-warrant and/or convertible bonds issued by the company's subordinate Group companies. <strong>The</strong> holders of cum-warrant and/or convertible bonds must be granted option and/or conversion rights for up to 13,047,489 no-parvalue ordinary sh<strong>are</strong>s in the company with a prorated sh<strong>are</strong> of up to EUR 33,923,471.40 in the company's sh<strong>are</strong> capital in accordance with the respective terms and conditions of the cum-warrant and/or convertible bonds ("conditions"). This contingent capital increase may only be realized if option and/ or conversion rights <strong>are</strong> issued and only insofar as the holders of the warrants or convertible bonds exercise their option or conversion rights, or insofar as the bond holders with conversion or option obligation also discharge their conversion / option obligation, and the contingent capital is needed in accordance with the terms and conditions of the cumwarrant or convertible bond. <strong>The</strong> new sh<strong>are</strong>s issued on the basis of the option or conversion right exercised or through discharge of the conversion or option obligation sh<strong>are</strong> in profits as from the beginning of the financial year in which they <strong>are</strong> created. <strong>The</strong> Board of Management was authorized to specify further details, with the consent of the Supervisory Board, concerning the realization of this contingent capital increase (contingent capital 2011). As at 31 December 2011 the contingent capital had not been drawn on. By resolution of the Annual General Meeting on 23 June 2010 and effective 24 June 2010, the Board of Management was authorized to acquire own sh<strong>are</strong>s in accordance with Section 71 (1), No. 8, of the Stock Companies Act (AktG). <strong>The</strong> authority to acquire sh<strong>are</strong>s up to 10% of the sh<strong>are</strong> capital on the balance sheet at the time of the Annual General Meeting remains valid until 22 June 2015. 57
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2011 annual report
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The Alno brAnds <s
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Enthusiasm and passion Consolidated
Page 8 and 9: 6 histoRy histoRy 1927 1927 Albert
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ALNO Aktiengesellschaft 88630 Pfull
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