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Convertible bonds · Company statute Hrb18 Jun 2012 German Trade Register Announcements, Germany (06/06/2012)
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Ahlers AG,
Unnamed street ??, 32052 Herford, Germany
. The Annual General Meeting of May 3, 2012 approved the amendment of the Articles of Association in Section 4 (2) (share capital). By resolution of the Annual General Meeting of May 3, 2012, the Board of Management is authorized, with the cancellation of the previously authorized capital, to increase the share capital of the company by the approval of the Supervisory Board by one-time or multiple editions of new ones, to the Inh. common shares and/or non-voting preference shares against cash and/or non-cash deposits by up to EUR 21,600,000.00 (authorized capital). Shareholders must be granted a subscription right. 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). However, the Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription rights of the shareholders in order to offset marginal amounts; where the shares are issued against a contribution in good faith, in particular in connection with the acquisition of undertakings, parts of undertakings or shareholdings in undertakings, in the context of business combinations and/or for the purpose of acquiring other assets, including rights and receivables; the subscription right under this authorisation may only be excluded on shares with a pro rata amount of the share capital in the amount of up to 20 percent of the share capital (i.e. up to a total of EUR 8,640,000.00); if the shares of the company are issued in exchange for a cash contribution and the issue price per share does not significantly fall below the market price of the shares already listed on the stock exchange at the time the shares are issued. In this case, however, the exclusion of subscription rights can only be made if the number of shares issued in this way, together with the number of treasury shares sold during the term of this authorisation under the exclusion of subscription rights in accordance with Section 186 (3) sentence 4 AktG, and the number of shares, which may arise from the exercise of option and/or conversion rights or fulfilment of conversion obligations arising from warrant and/or convertible bonds and/or profit-sharing rights issued during the term of this authorisation, subject to the exclusion of subscription rights, in accordance with the corresponding application of Section 186 (3) sentence 4 AktG, does not exceed a total of 10 percent of the share capital at the time of the effective date of this authorization or, if this value is less, at the time of the exercise of the authorization; to the extent necessary to grant the rights of options or conversion obligations to a subscription right to new shares to the extent that they would be entitled to after exercising the right of option or conversion or after the fulfilment of the obligation to convert as a shareholder. Insofar as preference shares are issued within the scope of the authorised capital, they are endowed with a repaid preferential dividend of EUR 0.13 per share and a non-repayable additional dividend compared to ordinary shares of EUR 0.05 per share. With the consent of the Supervisory Board, the Management Board is authorized to determine the content of the share rights, the details of the capital increase and the conditions for the issue of the shares, in particular the issue amount. The Supervisory Board is authorized to amend the version of the Articles of Association in accordance with the utilization of the authorized capital or after the expiry of the authorisation period. As not registered is made known
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: Ahlers AG, Herford, Germany.