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METRO GROUP : ANNUAL REPORT 2011 : BUSINESS
→ GROUP MANAGEMENT REPORT : 9. NOTEs PURsUANT TO § 315 sEcTiON 4 Of ThE GERMAN cOMMERciAl cOdE
ANd ExPlANATORy REPORT Of ThE MANAGEMENT BOARd
612
9. Notes pursuant to § 315
Section 4 of the German
Commercial Code and
explanatory report of the
Management Board
Composition of capital (§ 315 section 4 No. 1 of
the german Commercial Code)
on 31 December 2011, the share capital of MeTRo aG totalled
€835,419,052.27. It is divided into a total of 326,787,529 no-
par value bearer shares. The proportional value per share
amounts to about €2.56.
The share capital is broken down into the following types
of shares:
Ordinary shares
shares
proportional value of the share capital
324,109,563
in €
Preference shares
828,572,941 (yields 99.18%)
shares
proportional value of the share capital
2,677,966
in €
Total share capital
6,846,111 (yields 0.82%)
shares 326,787,529
€ 835,419,052
each ordinary share of MeTRo aG grants an equal voting
right. In addition, ordinary shares of MeTRo aG entitle the
holder to dividends. In contrast to ordinary shares, preference
shares of MeTRo aG principally do not carry voting rights and
give a preferential entitlement to profits in line with § 21 of the
articles of association of MeTRo aG, which state:
“(1) Holders of non-voting preference shares will receive
from the annual net earnings a preference dividend of
€0.17 per preference share.
(2) should the net earnings available for distribution not suffice
in any one financial year to pay the preference dividend,
the arrears (excluding any interest) shall be paid
from the net earnings of future financial years in an order
based on age, i.e. in such manner that any older arrears
→ p. 146
are paid off prior to any more recent ones and that the
preference dividends payable from the profit of a financial
year are not distributed until all of any accumulated
arrears have been paid.
(3) after the preference dividend has been distributed, the
holders of ordinary shares will receive a dividend of €0.17
per ordinary share. Thereafter, a non-cumulative extra
dividend of €0.06 per share will be paid to the holders of
non-voting preference shares. The extra dividend shall
amount to 10 percent of such dividend as, in accordance
with section 4 herein below, will be paid to the holders of
ordinary shares inasmuch as such dividend equals or
exceeds €1.02 per ordinary share.
(4) The holders of non-voting preference shares and of ordinary
shares will equally share in any additional profit distribution
in the proportion of their shares in the share capital.”
other rights associated with ordinary and preference shares
include in particular the right to attend the annual General
Meeting (§ 118 section 1 of the German stock Corporation
act), the right to information (§ 131 of the German stock Corporation
act) and the right to file a legal challenge or a complaint
for nullity (§§ 245 nos. 1–3, 246, 249 of the German
stock Corporation act). In addition to the previously mentioned
right to receive dividends, shareholders principally
have a subscription right when the share capital is increased
(§ 186 section 1 of the German stock Corporation act), claims
to liquidation proceeds after the closure of the Company
(§ 271 of the German stock Corporation act) and to compensation
and settlements as a result of certain structural measures,
particularly pursuant to §§ 304 ff., 320b, 327b of the
German stock Corporation act.
Limitations relevant to voting rights (§ 315
section 4 No. 2 of the german Commercial Code)
an agreement exists among BvG Beteiligungs- und vermögensverwaltung
GmbH, Franz Haniel & Cie. GmbH, Haniel
Finance B.v., Haniel Finance Deutschland GmbH, MeTRo
vermögensverwaltung GmbH & Co. KG, MeTRo vermögensverwaltung
GmbH, 1. HsB Beteiligungsverwaltung GmbH &
Co. KG and 1. HsB verwaltung GmbH to coordinate the exercise
of voting rights associated with shares of MeTRo aG.
To the knowledge of the Management Board, an agreement also
exists between BvG Beteiligungs- und vermögensverwaltung