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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
Authorities of the Management Board (§ 315
section 4 No. 7 of the german Commercial Code)
Authorities to issue new shares
In accordance with § 202 section 1 of the German stock Corporation
act, the annual General Meeting can authorise the
Management Board to increase the share capital through the
issuance of new shares against deposit. Three such authorisations
currently exist. one authorisation permits the Management
Board to increase the share capital by issuing new
ordinary shares in exchange for cash contributions; a second
authorisation permits the Management Board to increase the
share capital by issuing new ordinary shares in exchange for
non-cash contributions, and the third permits both variants.
These authorisations are designed to enable the Company to
tap additional equity as a long-term means of finance.
ad equate equity capital is of critical importance for the Company’s
financing and, in particular, its continued international
expansion. at the moment, no concrete plans exist to make
use of these authorisations. The following details apply:
Authorised capital i
on 23 May 2007, the annual General Meeting resolved to
authorise the Management Board to increase the share capital,
with the consent of the supervisory Board, by issuing new
ordinary bearer shares in exchange for cash contributions in
one or several tranches for a total maximum of €40,000,000
by 23 May 2012 (authorised capital I). a subscription right is to
be granted to existing shareholders. However, the Management
Board has been authorised to restrict this subscription
right, with the consent of the supervisory Board, to the extent
required to grant the holders of warrant and convertible
bonds issued by MeTRo aG and its wholly owned direct or
indirect subsidiaries a right to purchase the number of new
ordinary shares to which they would be entitled upon exercise
of their warrant/conversion rights and to further exclude the
subscription right to compensate for fractions of shares from
rounding. In addition, the Management Board has been
authorised to restrict shareholders’ subscription rights, with
the consent of the supervisory Board, for one or several capital
increases under the authorised capital, provided that the
total par value of such capital increases does not exceed
10 percent of the share capital registered in the commercial
register at the time the authorised capital is first utilised, and
further provided that the issue price of the new ordinary
shares is not substantially below the market price of the
Company’s listed ordinary shares of the same category at the
time the initial offering price of the new issue is finally fixed.
→ p. 148
The Management Board is authorised to determine all further
details of the capital increases with the consent of the supervisory
Board. To date, authorised capital I has not been used.
Authorised capital ii
on 23 May 2007, the annual General Meeting resolved to further
authorise the Management Board, with the consent of the
supervisory Board, to increase the Company’s share capital
by issuing new ordinary bearer shares in exchange for noncash
contributions in one or several issues for a maximum
total of €60,000,000 by 23 May 2012 (authorised capital II). The
Management Board is authorised, with the consent of the
supervisory Board, to decide on the restriction of the subscription
rights and to determine all further details of the capital
increases. To date, authorised capital II has not been used.
Authorised capital iii
on 13 May 2009, the annual General Meeting further authorised
the Management Board, with the consent of the supervisory
Board, to raise the Company’s share capital by up to
€225,000,000 by 12 May 2014 by issuing new ordinary bearer
shares in exchange for cash or non-cash capital contributions,
at once or in several stages (authorised capital III). shareholders
are to receive subscription rights thereto. However, the
Management Board is authorised, with the consent of the
supervisory Board, to exclude residual amounts from shareholder
subscription rights. The Management Board is also
authorised, with the consent of the supervisory Board, to
exclude shareholder subscription rights insofar as shares are
issued in exchange for non-cash capital contributions for the
purpose of corporate mergers or for the acquisition of companies,
divisions of companies or interests in companies. The
Management Board is further authorised, with the consent of
the supervisory Board, to exclude subscription rights in the
event of a capital increase in exchange for cash capital contributions
to the extent necessary to grant subscription rights to
new shares to the holders of warrant or convertible bonds
issued by MeTRo aG and affiliates thereof in which MeTRo aG
holds at least 90 percent of shares, directly or indirectly, in the
scope to which they would be entitled upon exercise of the
warrant or conversion rights or fulfilment of the warrant or
conversion obligations. The Management Board is further
authorised, with the consent of the supervisory Board, to
exclude shareholder subscription rights for one or more capital
increases if the capital increase is executed in exchange
for cash capital contributions, the aggregate par value of such
capital increases does not exceed 10 percent of the Company’s
share capital and the issue price of the new shares is not sub-