Hornbach-Baumarkt-AG Group

72 GROUP MANAGEMENT REPORT Other Disclosures
Other Disclosures
Disclosures under § 315 (4) HGB and explanatory report
As the parent company of the HORNBACH-Baumarkt-AG Group,
HORNBACH-Baumarkt-AG participates in an organized market
as defined in § 2 (7) of the German Securities Acquisition and
Takeover Act (WpÜG) by means of the shares with voting
rights thereby issued and therefore reports in accordance with
§ 315 (4) of the German Commercial Code (HGB).
Composition of share capital
The share capital of HORNBACH-Baumarkt-AG, amounting to
€ 95,421,000, is divided into 31,807,000 ordinary bearer
shares with a prorated amount in the share capital of € 3.00
per share. Each individual ordinary share entitles its holder to
one vote at the Annual General Meeting. Reference is made to
the relevant requirements of stock corporation law in respect
of the further rights and obligations for ordinary shares.
Direct or indirect shareholdings in the capital
HORNBACH HOLDING AG, based in Le Quartier Hornbach 19,
67433 Neustadt an der Weinstrasse, Germany, holds more
than 10% of the voting rights. Its shareholding, and thus its
share of voting rights, amounted to 76.4% as of February 28,
2013.
Statutory requirements and provisions in the Articles of
Association relating to the appointment and dismissal of
members of the Board of Management and amendments to
the Articles of Association
The appointment and dismissal of members of the Board of
Management (§ 84 and § 85 of the German Stock Corporation
Act – AktG) and amendments to the Articles of Association
(§ 133 and § 179 of the German Stock Corporation Act – AktG)
are based on the requirements of stock corporation law.
Change of control
Substantial agreements taking effect upon any change of
control are in place between HORNBACH-Baumarkt-AG and
third parties in respect of contracts relating to the long-term
financing of the Group.
Powers of the Board of Management to issue shares
Pursuant to § 4 of the company’s Articles of Association (Share
Capital), the Board of Management is authorized until
July 7, 2016, subject to approval by the Supervisory Board, to
increase the company’s share capital by a total of up to
€ 15,000,000.00 by issuing new ordinary shares on one or
several occasions in return for cash contributions (Authorized
Capital I). The new shares may in each case be issued as
ordinary shares with voting rights or as non-voting preference
shares. The Board of Management is authorized, subject to
approval by the Supervisory Board, to determine the further
details concerning the execution of capital increases. Shareholders
are generally to be granted subscription rights when
the authorized capital is drawn on. However, the Board of
Management is entitled, subject to approval by the Supervisory
Board, to exclude shareholders’ subscription rights:
• in order to settle residual amounts
• to the extent necessary to grant subscription rights to the
holders of conversion or option rights issued or still to be
issued by the company or by direct or indirect whollyowned
subsidiaries to the extent that they would be entitled
to such shares having exercised their respective conversion
or option rights
• to offer new shares up to a total volume of € 1,500,000.00
to employees of the company and its subsidiaries for subscription
as employee shares
• to the extent that the proportion of share capital attributable
to the new shares for which subscription rights are
excluded does not exceed a total of ten percent of the existing
share capital either at the time of this authorization
being adopted or at the time at which such authorization
takes effect or is exercised and that the issue price of the
new shares does not fall significantly short of the stock
market price. Shares issued, disposed of or to be issued by
any other direct or analogous application of § 186 (3) Sentence
4 of the German Stock Corporation Act (AktG) are to
be imputed to this restriction to ten percent of the share
capital. This relates in particular to the disposal of treasury
stock undertaken on the basis of an authorization to
dispose of treasury stock pursuant to § 71 and § 186 (3)