2011 Annual Report - OTCIQ.com

116 Notes
(19) Capital Stock
The capital stock is subdivided into 2,001,000,000 registered
ordinary shares with no par value (“no-par-value shares”) and
amounts to €2,001,000,000 (2010: €2,001,000,000).
Pursuant to a resolution by the Annual Shareholders Meeting
of May 6, 2010, the Company is authorized to purchase own
shares until May 5, 2015. The shares purchased, combined with
other treasury shares in the possession of the Company, or
attributable to the Company pursuant to Sections 71a et seq.
AktG, may at no time exceed 10 percent of its capital stock.
The Board of Management was authorized at the aforementioned
Annual Shareholders Meeting to cancel any shares thus
acquired without requiring a separate shareholder resolution
for the cancellation or its implementation. The total number of
outstanding shares as of December 31, 2011, was 1,905,470,135
(December 31, 2010: 1,905,408,843). As of December 31, 2011,
E.ON AG and one of its subsidiaries held a total of 95,529,865
treasury shares (December 31, 2010: 95,591,157) having a book
value of €3,530 million (equivalent to 4.78 percent or €95,529,865
of the capital stock). 1,150,000 shares were purchased on the
market and 60,014 treasury shares were used for the employee
stock purchase program and distributed to employees in 2011
(2010: 980,897 shares purchased on the market). See also Note
11 for information on the distribution of shares under the
employee stock purchase program. An additional 1,278 treasury
shares (2010: 1,129 shares) were also distributed to employees.
The Company has further been authorized by the Annual Shareholders
Meeting to buy shares using put or call options, or a
combination of both. When derivatives in the form of put or
call options, or a combination of both, are used to acquire
shares, the option transactions must be conducted at market
terms with a financial institution or on the market. No shares
were acquired in 2011 using this purchase model.
Authorized Capital
By shareholder resolution adopted at the Annual Shareholders
Meeting of May 6, 2009, the Board of Management was authorized,
subject to the Supervisory Board’s approval, to increase
the Company’s capital stock by up to €460 million (“Authorized
Capital pursuant to Sections 202 et seq. AktG”) through
one or more issuances of new registered ordinary shares in
return for contributions in cash and/or in kind (with the option
to restrict shareholders’ subscription rights). This capital
increase is authorized until May 5, 2014. Subject to the Supervisory
Board’s approval, the Board of Management is authorized
to exclude shareholders’ subscription rights.
Conditional Capital
At the Annual Shareholders Meeting of May 6, 2010, shareholders
approved a conditional increase of the capital stock
(with the option to exclude shareholders’ subscription rights)
in the amount of €175 million, which is authorized until May 5,
2015. The conditional capital increase will be implemented
only to the extent required to fulfill the obligations arising on
the exercise by holders of conversion and option rights, and
those arising from compliance with the mandatory conversion
of bonds with conversion or option rights, participation rights
and income bonds that have been issued or guaranteed by
E.ON AG or by an E.ON AG Group company as defined by Section
18 AktG, and to the extent that no cash settlement has
been granted in lieu of conversion and no E.ON AG treasury
shares or shares of another listed company have been used
to service the rights. The conditional capital has not been used.
Voting Rights
The following notices pursuant to Section 21 (1) of the German
Securities Trading Act (“WpHG”) concerning changes in voting
rights have been received:
Information on Stockholders of E.ON AG
Threshold Gained voting
Voting rights
Stockholder Date of notice exceeded rights on Allocation Percentages Absolute
Government of Norway1 Jan. 9, 2009 5% Dec. 31, 2008 direct/indirect 5.91 118,276,492
BlackRock Inc. New York, U.S. 2 March 25, 2011 5% March 18, 2011 indirect 5.01 100,145,589
1 4.17 percent (83,455,839 votes) are attributable to the government of Norway pursuant to Section 22 (1), sentence 1, no. 1, WpHG; 1.74 percent (34,720,645 votes) pursuant to
Section 22 (1), sentence 1, nos. 1 and 2, WpHG; and 0.005 percent (100,008 votes) pursuant to Section 22 (1), sentence 1, nos. 1, 2 (in conjunction with sentence 2) and 6 (in
conjunction with sentence 2), WpHG.
2 5.01 percent (100,145,589 votes) are attributable to this company pursuant to Section 22 (1), sentence 1, no. 6, WpHG.