Schloss Wachenheim AG - Konzern


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Share capital and capital measures

The share capital amounts to EUR 50,054,400.00. Each shareholder is therefore entitled to a stake of EUR 6.32 in the share capital (7,920,000 ordinary shares).

After the authorisation approved according to the articles of association expired on 16 November 2021, the annual general meeting of 25 November 2021 decided to authorise the board of directors by revising § 4 para. 6 of the articles of association until 24 November 2026 to increase the company’s share capital by up to EUR 25,027,200.00 through one-time or repeated issuing of new company shares for cash contributions and/or contributions in kind (approved capital 2021), with the consent of the supervisory board. The shareholders are to be granted a buying option. The board of directors, however, is entitled to exclude the buying option of the shareholders with the consent of the supervisory board in certain cases.

For more details, refer to the proposed resolution on agenda item 6 of the annual general meeting (“Cancellation of the existing approved capital, creation of a new approved capital (with the option to exclude the buying option) and amendment to the articles of association”) published in the Federal Gazette on 08 October 2021. The annual general meeting of 25 November 2021 adopted this proposed resolution without amendments.

After the expiration of the authorisation applicable until 16 November 2021, the annual general meeting of 25 November 2021 also decided to authorise the board of directors until 24 November 2026, with the approval of the supervisory board, to issue owner convertible bonds and/or warrant bonds with equal rights, once or multiple times, in a total nominal amount of up to EUR 100,000,000.00 with a maximum term of 10 years from issue and to grant or impose conversion and/or option rights or conversion obligations on the owners of convertible bonds and/or warrant bonds on company shares up to a total nominal amount of EUR 25,027,200.00. With the approval of the supervisory board, the board of directors is authorised to exclude the buying option of shareholders under certain prerequisites with respect to fractional amounts, in favour of already assigned option or convertible bonds and according to §§ 221 para. 4 sentence 2, 186 para. 3 sentence 4 AktG [German Stock Corporation Act].

The annual general meeting of 25 November 2021 finally resolved, with the cancellation of the existing articles of association regulation on conditional capital through the new wording of of § 4 para. 7 of the articles of association, to conditionally increase the company’s share capital by up to EUR 25,027,200.00, divided into up to 3,960,000 ordinary holder shares (conditional capital 2021). The increase in conditional capital will only be implemented to the extent that the owners of the convertible and/or warrant bonds issued by 24 November 2026 exercise the rights of conversion or option or fulfil their conversion rights. The issue of the new shares is also done according to the annual general meeting's resolution at certain conversion or option prices. The new shares shall be entitled to a share in profits starting at the start of the fiscal year in which the issue occurs. If legally permissible, the board of directors, with the approval of the supervisory board, can set the profit sharing of new shares deviating from this and from § 60 para. 2 Stock Corporation Act, also for a fiscal year that has already concluded.

For more details, refer to the proposed resolution on agenda item 7 of the annual general meeting (“Cancellation of the existing authorisation and issue of a new authorisation to issue convertible bonds and warrant bonds as well as to exclude the buying option in addition to the simultaneous cancellation of existing conditional capital and creation of new conditional capital and amendment to the articles of association”) published in the Federal Gazette on 08 October 2021. The annual general meeting of 25 November 2021 adopted this proposed resolution without amendments.

On 26 November 2020, the annual general meeting authorised the board of directors, with the approval of the supervisory board, to acquire its own no-par shares (ordinary shares) under certain conditions by 25 November 2025 once or multiple times through the stock exchange or via a public purchase offer aimed at all shareholders. The authorisation to acquire its own shares is overall restricted to a proportion of 10% of the share capital existing at the time of the resolution of the annual general meeting or - if this value is lower - at the time the authorisation is exercised. The authorisation resolution of 26 November 2020 contains further details. The authorisation to acquire own shares has not been used to date.

The ordinary shares are issued to the owner and are authorized for stock exchange trading under the security identification number 722900.




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