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

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> capi-
tal 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.
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