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 (still 7,920,000 ordinary shares).

The share capital of Schloss Wachenheim AG is conditionally increased in accordance with Section 4, Clause 7 of the Articles of Association by up to EUR 25,027,200.00, divided into 3,960,000 ordinary bearer shares (Conditional Capital 2016). The conditional capital increase will only be implemented to the extent that the bearers of convertible and/or warrant bonds issued by 16 November 2021 exercise their conversion or subscription rights (option right) or fulfil their conversion obligations. The new shares shall participate in the profits of the company starting financial year in which they are issued. The Executive Board is authorized, subject to the approval of the Supervisory Board to determine further details of the conditional capital increase. The Supervisory Board has been authorized to adapt the wording of the Articles of Association according to the respective balance and utilization of the Conditional Capital.

The General Shareholders' Meeting of 17 November 2016 granted the Executive Board authorization, subject to the approval of the Supervisory Board, to issue convertible and/or option bonds in a total nominal amount of up to EUR 100 Mio. with a maximum term of ten years from issue on one or more occasions before 16 November 2021. The convertible and/or warrant bonds may also be issued via a domestic or foreign joint-stock company in which the company is directly or indirectly holding a majority interest (Group Company). The authorization resolution of 17 November 2016 contains further details. The Executive Board is authorized, subject to the approval of the Supervisory Board, and, where necessary, in agreement with the boards of the group company issuing the bond, to lay down those further details concerning the issue and conditions of the convertible and/or warrant bonds. Thus far the authorization to issue convertible and/or warrant bonds has not been exercised.

By resolution of the General Shareholders' Meeting of 17 November 2016, the Executive Board of Schloss Wachenheim AG was authorized, subject to the approval of the Supervisory Board, to raise share capital by up to EUR 25,027.200.00 through the one-off or repeat issue of new company shares against cash or non-cash contributions (Authorized Capital 2016) by 16 November 2021 and thus extend the subscription rights of the new shares to the financial year in which they were issued. Shareholders are to be offered subscription rights with regard to the authorized capital. The Executive Board may however, subject to the approval of the Supervisory Board, exclude shareholders' subscription rights on a one-off or repeat basis. Section 4, Clause 6 of the Articles of Association contains further regulations on Authorized Capital 2016. Thus far the authorization to use authorized capital has not been exercised.

On 19 November 2015, the General Shareholders' Meeting authorized the Executive Board to purchase its own shares (ordinary shares) in the stock market or by means of a public offering directed to all shareholders of the company under certain conditions on one or more occasions before 18 November 2020. On the basis of this authorization the purchase of own shares is limited to a stake of 10 % in total of the company's share capital at the date the resolution is passed by the General Shareholders’ Meeting or – if this figure is lower – at the date on which this authorization is exercised. The authorization resolution of 19 November 2015 contains further details. Thus far the authorization to purchase own company shares has not been exercised.

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




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