Hornbach-Baumarkt-AG Group

GROUP MANAGEMENT REPORT Other Disclosures 73
Sentence 4 of the German Stock Corporation Act (AktG), as
well as to shares issued or to be issued in order to service
bonds with conversion and/or option rights in cases where
the respective bonds were issued on the basis of an authorization
pursuant to § 221 (4) and § 186 (3) Sentence 4
of the German Stock Corporation Act (AktG).
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 € 30,000,000.00
by issuing new individual shares on one or several occasions
in return for cash or non-cash contributions (Authorized Capital
II). 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 authorized, subject to approval by the Supervisory
Board, to exclude shareholders’ subscription rights to the
extent that the capital increases in return for non-cash contributions
are undertaken for the purpose of acquiring companies
or shareholdings in companies.
The Board of Management is further authorized, subject to
approval by the Supervisory Board, to exclude shareholders’
subscription rights to the extent required to grant subscription
rights to owners of conversion or option rights issued or
still to be issued by the company or its direct or indirect wholly-owned
subsidiaries to the extent that the holders of these
rights would be entitled to such shares following the exercising
of their conversion or option rights. Moreover, residual
amounts may also be excluded from shareholders’ subscription
rights.
Dependent company report
A report on relationships with associate companies has been
compiled for the 2012/2013 financial year pursuant to § 312
of the German Stock Corporation Act (AktG). With regard to
those transactions requiring report, the report states: “Our
company has received adequate counterperformance for all
legal transactions executed with associate companies in
accordance with the circumstances known to us at the time at
which the legal transactions were performed and has not
been disadvantaged by such transactions. No measures
requiring report arose during the financial year."
Events after the balance sheet date
No events that could be of material significance for the assessment
of the net asset, financial or earnings position of
HORNBACH-Baumarkt-AG or of the HORNBACH-Baumarkt-AG
Group occurred between the balance sheet date on February
28, 2013 and the preparation of this annual report.
Compensation report
The compensation report sets out the basic features and
structure of the compensation paid to the Board of Management
and Supervisory Board. It is a constituent component of
the Group Management Report and has been presented in the
Corporate Governance chapter from Page 25 onwards of this
Annual Report.
The Supervisory Board is authorized to adjust the wording of
the Articles of Association in line with the respective volume
and level of utilization of the authorized capital and of any
conditional capital.