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

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ConsoLidatEd FinanCiaL statEmEnts | notEs to thE ConsoLidatEd statEmEnt oF FinanCiaL position
auThorIZed CaPITal
By resolution of the Ordinary General Meeting of ALNO
AG on 23 June 2010, the previous authorized capital was
revoked and replaced by a new authorized capital. <strong>The</strong> Board
of Management was authorized to increase the company's
sh<strong>are</strong> capital by up to EUR 22,615,647.60, with the consent
of the Supervisory Board, on one or more occasions until
22 June 2015 by issuing up to 8,698,326 no-par-value ordinary
sh<strong>are</strong>s in return for cash and/or non-cash contributions
(authorized capital 2010). <strong>The</strong> authorized capital was entered
in the Register of Companies on 31 August 2010.
By resolution of the Board of Management and with the
approval of the Supervisory Board on 10 February 2011, it
was decided to revive the capital increase from authorized
capital which had been deferred in November 2010. <strong>The</strong> capital
increase was realized on 3 March 2011 with the issue of
8,698,326 no-par-value ordinary sh<strong>are</strong>s, each corresponding
to a sh<strong>are</strong> of EUR 2.60 in the sh<strong>are</strong> capital. <strong>The</strong> subscription
price per no-par-value ordinary sh<strong>are</strong> equalled EUR 3.00. This
increased the sh<strong>are</strong> capital by EUR 22,615,647.60 to EUR
67,846,945.40. <strong>The</strong> authorized capital was consequently fully
exploited through the offering. It was entered in the Register
of Companies on 4 March 2011.
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-parvalue
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> sh<strong>are</strong>holders can exercise their statutory subscription
right. <strong>The</strong> new sh<strong>are</strong>s can also be taken over by one or more
banking institutes subject to the proviso that they be offered
to the sh<strong>are</strong>holders (indirect subscription right).
<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
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.
CoNTINGeNT CaPITal
By resolution of the Annual General Meeting on 23 June
2010, the Board of Management was authorized to issue,
on one or more occasions until 22 June 2015, 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 or creditors of cum-warrant
and/or convertible bonds must be granted option and/or
conversion rights for up to 8,698,326 no-par-value ordinary
sh<strong>are</strong>s in the company with a prorated sh<strong>are</strong> of up to EUR
22,615,647.60 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 will only be realized to the
extent that option and/or conversion rights under the cumwarrant
and/or convertible bonds <strong>are</strong> exercised or option
and/or conversion obligations <strong>are</strong> discharged, and only to
the extent that a cash settlement is not offered or own sh<strong>are</strong>s
used for service. <strong>The</strong> Board of Management was authorized
to specify the further details concerning the realization of this
contingent capital increase (contingent capital 2010). <strong>The</strong>
contingent capital was entered in the Register of Companies
on 31 August 2010.
<strong>The</strong> previously decided authority to issue cum-warrant and/
or convertible bonds and the contingent capital 2010 was
revoked by the Ordinary General Meeting of ALNO AG on
14 July 2011.