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Convertible bonds Hrb26 May 2015 German Trade Register Announcements, Germany
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HRB 53652: LANXESS AG,
Cologne, Kennedyplatz 1, 50679 Köln
(large customer trade 50569 Cologne). The Main Assembly of May 13, 2015 decided to cancel the previous authorized capital II and to create a new authorized capital II and to rewrite it in accordance with Section 4 (3) of the Articles of Association. The Annual General Meeting of May 13, 2015 further decided to cancel the existing conditional capital with effect from the registration of the new conditional capital and to create a new conditional capital and to rewrite it in accordance with Section 4 (4) of the Articles of Association. The Board of Management is authorized to raise the share capital by May 22, 2018 with the approval of the Supervisory Board by issuing new ones to the Inh. of the no-par value shares in exchange for cash or non-cash deposits by up to a total of EUR 18,304,587 (authorised capital II). For further details, in particular with regard to the subscription right, reference is made to the Articles of Association. The share capital is up to 18,304,587.00 EURO, divided into up to a piece 18,304,587 on the Inh. no-par value shares, conditionally increased (conditional capital). The conditional capital increase will only be carried out to the extent that Inh. or creditors of option or conversion rights or those obliged to convert/exercise options from warrants and/or convertible bonds issued against cash deposits, profit-sharing rights and/or profit bonds (or combinations of these instruments) issued by the Company or a subordinategroup of the Company on the basis of the authorisation of the Board of Management by resolution of the General Meeting of may 13, 2015 to May 22, 2018, to exercise their option or conversion rights or, if they are obliged to convert/exercise options, fulfil their obligation to convert/exercise options or, insofar as the Company exercises a right to vote, to grant shares of the Company in whole or in part in lieu of the payment of the due amount of money. The conditional capital increase shall not be carried out in so far a.s. cash compensation is granted or treasury shares, shares of authorised capital or shares of another listed company are used for service. The new shares shall be issued at the option or conversion price to be determined in accordance with the authorisation decision referred to above. The new shares shall participate in the profit from the beginning of the financial year in which they are created; to the extent permitted by law, the Management Board may, with the consent of the Supervisory Board, determine the profit participation of new shares thereof and by way of derogation from Section 60 (2) of the German Stock Corporation Act (AktG), including for a financial year that has already expired. The Management Board is authorized, with the consent of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: LANXESS AG, Cologne, Germany.
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