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

ConsoLidatEd FinanCiaL statEmEnts | notEs to thE ConsoLidatEd statEmEnt oF FinanCiaL position
By resolution of the Annual General Meeting on 14 July 2011,
the 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-par-value 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 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).
aCquIsITIoN of oWN sh<strong>are</strong>s
By resolution of the Annual General Meeting on 23 June 2010,
the Board of Management was authorized to buy own sh<strong>are</strong>s
up to 10% of the sh<strong>are</strong> capital existing at the time of adopting
the resolution, as permitted by Section 71 (1), No. 8, of the
Stock Companies Act (AktG). This authority can be exercised
in the full amount or part-amounts, on one or more occasions
and in pursuit of one or more objectives by the company or
by third parties for account of the company. At no point may
the acquired sh<strong>are</strong>s together with other own sh<strong>are</strong>s account
for more than 10% of the sh<strong>are</strong> capital. This authorization
became effective on 24 June 2010 and remains valid until
22 June 2015.
<strong>The</strong> sh<strong>are</strong>s can be purchased through the stock exchange or
through a public offer to buy addressed to all the company's
sh<strong>are</strong>holders, as preferred by the Board of Management.
If sh<strong>are</strong>s <strong>are</strong> purchased through the stock exchange, the
consideration paid by the company per sh<strong>are</strong> (excluding
incidental expenses) must be not more than 10% higher or
lower than the stock exchange price quoted for the company's
stock on the XETRA electronic trading platform (or
an equivalent subsequent system) when the Frankfurt stock
exchange opens for trading on the date of purchase.
If they <strong>are</strong> purchased through a public offer to buy addressed
to all the company's sh<strong>are</strong>holders, the purchase price offered
or the limits of the price range offered per sh<strong>are</strong> (excluding
incidental expenses) must not be more than 20% higher or
lower than the average closing price for the company's stock
on the XETRA electronic trading platform (or an equivalent
subsequent system) quoted on the Frankfurt stock exchange
on the last three trading days before publication of the offer.
<strong>The</strong> offer can be adjusted if the price deviates significantly
following publication of the offer. In this case, the price will be
<strong>based</strong> on the corresponding average closing price on the last
three trading days before publication of the adjusted offer. <strong>The</strong>
volume offered can be limited. If the offer is oversubscribed,
acceptance must be prorated in accordance with the sh<strong>are</strong>s
offered in each case. Priority may be given to accepting
smaller numbers of up to 100 of the sh<strong>are</strong>s offered for sale
per sh<strong>are</strong>holder.
<strong>The</strong> Board of Management is authorized, with the consent of
the Supervisory Board, to use the company sh<strong>are</strong>s acquired
on the basis of this or a previous authority for the following
purposes:
<strong>The</strong> sh<strong>are</strong>s may also be sold by other means than through the
stock exchange or by offer to all sh<strong>are</strong>holders if they <strong>are</strong> sold
in return for cash payment at a price not significantly lower
than the stock exchange price quoted for the company's
stock at the time of sale. However, this authority applies subject
to the proviso that the sh<strong>are</strong>s sold on the basis of this
authority do not exceed a prorated amount equal to 10% of
the sh<strong>are</strong> capital, neither at the time of becoming effective
nor at the time of exercising this authority. <strong>The</strong> maximum limit
of 10% is reduced by the prorated amount of sh<strong>are</strong> capital
corresponding to the sh<strong>are</strong>s issued within the framework of
a capital increase during the term of this authority for which
subscription rights <strong>are</strong> excluded in accordance with Section
186 (3), fourth sentence, of the Stock Companies Act (AktG).
<strong>The</strong> maximum limit of 10% is also reduced by the prorated
amount of sh<strong>are</strong> capital corresponding to the sh<strong>are</strong>s issued
95