Südzucker International Finance B. V. Südzucker AG ... - Xetra

Description of the SharesShare CapitalThe issued share capital of Südzucker AG Mannheim/Ochsenfurt consists of 5 174,787,946 dividedinto 174,787,946 bearer non-par value shares with a notional value of 5 1.00 each. The issued sharecapital has been fully paid in. Each share carries one vote. There is only one class of shares.Conditional CapitalThe general assembly of Südzucker AG Mannheim/Ochsenfurt held on July 31, 2003 resolved:The ordinary share capital is to be increased by up to 5 13,000,000 through the issue of up to13,000,000 new shares with an imputed amount of the ordinary share capital of 5 1 each. Thecontingent capital increase will only be carried out to the extent that (a) holders or creditors ofconversion rights or option warrants which are attached to convertible or option bonds issued by thecompany or its directly or indirectly majority-held subsidiaries up to July 31, 2008 who exercise theirconversion or option rights, or (b) holders or creditors of convertible bonds issued by the company orits directly or indirectly majority-owned subsidiaries up to July 31, 2008 exercise their obligation toconvert. The new shares are entitled to a share in profits from the beginning of the year in which theyare issued by way of exercising convertible option rights or fulfilling conversion obligations.The conditional capital was registered with the commercial register on August 1, 2003.The shares to be delivered upon conversion of the Bonds (which are the subject of this ListingProspectus) will be issued from such conditional capital.Preemptive RightsUnder the German Stock Corporation Act, an existing shareholder in a stock corporation has apreferential right to subscribe for issues of new shares by that corporation in proportion to thenumber of shares he holds in the corporation’s existing share capital. These rights do not apply toshares issued out of conditional capital. Preemptive rights also apply to securities that may beconverted into shares, securities with warrants, profit-sharing certificates and securities withdividend rights. The German Stock Corporation Act only allows the exclusion of this preferentialright in limited circumstances. At least three-quarter of the share capital represented at the meetingmust vote for exclusion. In addition to approval by the shareholders, the exclusion of preemptiverights generally requires a justification. Preemptive rights related to the issuance of new shares,however, may be excluded without such justification if (i) the share capital of the Guarantor isincreased for cash contributions, and (ii) the amount of the increase does not exceed 10% of theissued share capital, and (iii) the shares are sold at a price not substantially lower than the currentquoted share price.Preemptive rights resulting from a capital increase generally may be transferred and may be tradedon any of the German stock exchanges upon which our shares are traded for a limited number of daysprior to the final date on which the preemptive rights may be exercised.Dividend RightsShareholders participate in profit distributions in proportion to the number of shares they hold.Südzucker AG Mannheim/Ochsenfurt declared and paid cash dividends to the shareholders of 5 1.34per ordinary share and 5 1.38 per preference share for the financial year 2000/01 (including an extradividend in the amount of 5 1.00 each), of 5 0.47 per share for the financial year 2001/02 and of 5 0.50per share for the financial year 2002/03.66