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Member of the Executive Board: B. von Unternehmen · Company statute Hrb 26 Jun 2014 German Trade Register Announcements, Germany
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HRB 35004: Düsseldorfer Hypothekenbank AG,
Unnamed street ??, 40212 Düsseldorf, Germany
. The Annual General Meeting of April 29, 2014 approved the amendment of the Articles of Association in Sections 4 (5), 6 and 7 (authorized capital), 4 (8) (conditional capital) and paragraph 9 (share capital and shares - editorial only). The Board of Management is authorized to increase the share capital by April 29, 2019 by issuing new shares in exchange for cash or non-cash deposits, once or several times by up to a total of EUR 100,000,000 (authorized capital). Shareholders must be granted a subscription right. However, the Management Board is authorised to exclude marginal amounts from the subscription rights of the shareholders and also to the extent that it is necessary to grant the inaugurates of the subordinated bonds issued by the company in 2010 a subscription right to new shares to the extent that they would be entitled under the conversion right or in the event of a conversion. In addition, the Board of Management is authorised to exclude the subscription right if the capital increase is made in return for contributions in kind for the acquisition of companies, shareholdings in companies or other assets. Decisions of the Executive Board on the exploitation of the authorized capital and the exclusion of the subscription right require the approval of the Supervisory Board. The new shares may also be taken over by one or more credit institutions designated by the Board of Management with the obligation to offer them to shareholders (direct subscription right). The Board of Management is authorized, with the consent of the Supervisory Board, to determine the further details of the capital increase and its implementation from the authorized capital, including the content of the share rights and the terms of the share issue. The share capital is increased by up to EUR 40,000,000 (in words: EUR forty million) due to the issuance of up to 40,000,000 (in words: forty million) new no-par value shares in the nominal amount of EUR 1 each (conditional capital). The conditional capital increase is intended to grant exchange rights and to carry out a mandatory conversion in the event of a mandatory conversion event specified in the bond terms in accordance with the 2010 subordinated bonds issued pursuant to the authorisation decision of the Annual General Meeting of July 21, 2010 on December 7, 2010. The new shares shall be issued at the conversion price determined in accordance with the authorisation decision referred to above. The conditional capital increase shall only be carried out to the extent that this right of exchange is exercised or the exchange is carried out on the basis of the occurrence of a mandatory change event. The new shares shall participate in the profit from the beginning of the financial year in which they arise from the exercise of conversion rights or through the fulfilment of conversion obligations. The Management Board is authorized, with the approval of the Supervisory Board, to determine further details of the conditional capital increase and its implementation.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The latest known state is available on the following page: DHB Verwaltungs AG, Wiesbaden, Germany.