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Convertible bonds · Company statute Hrb4 Jul 2012 German Trade Register Announcements, Germany (26/06/2012)
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METRO AG,
Unnamed street ??, 40235 Düsseldorf, Germany
. The Annual General Meeting of May 23, 2012 approved the amendment of the Articles of Association in Sections 1 (3) (fiscal year) and Section 4 (7) (share capital and shares). A new authorised capital I has been created, with the abolition of the previous authorised capital I to III. Paragraph 4 (9) of the Articles of Association and Paragraph 4 (10) of the Articles of Association were repealed. With the approval of the Supervisory Board, the Board of Management is authorized to raise the company's share capital by issuing new ones to the Inh by May 22, 2017. common shares in exchange for cash or non-cash deposits, once or several times, but not more than EUR 325,000,000 (authorized capital I). Shareholders have a subscription right in principle. The new shares may also be taken over by credit institutions designated by the Board of Management with the obligation to offer them to shareholders for subscription. However, the Management Board is authorized, with the consent of the Supervisory Board, to exclude the subscription rights of the shareholders in the following cases: - for the compensation of marginal amounts; - where the shares are issued in exchange for contributions in kind for the purpose of mergers or the acquisition of undertakings, shares or shares in undertakings, - in the case of capital increases in exchange for cash deposits, to the extent necessary to grant to the purchase of warrants or convertible bonds issued by the METRO AG or group companies in which the METRO AG has a direct or indirect shareholding of at least 90 percent, a subscription right to new ordinary shares to the extent that they would be entitled to after exercising the option or conversion right or fulfilling the option or conversion obligation; - in the case of capital increases in exchange for cash deposits, where the nominal amount of these capital increases does not exceed a total of 10 percent of the share capital and the issue price of the new ordinary shares does not significantly fall below the market price of the company's already listed ordinary shares with the same equipment. The ceiling of 10 percent of the share capital is reduced by the pro rata amount of the share capital, which is attributable to shares of the Company which are used or sold as treasury shares during the term of the authorized capital (i) to the exclusion of the subscription rights of the shareholders in accordance with the corresponding application of the 186 (3) sentence 4 AktG, or (ii) issued from conditional capital for the service of warrants or convertible bonds, which in turn were issued or are issued without subscription rights in accordance with the corresponding application of Section 186 (3) sentence 4 aktG. The maximum limit reduced in accordance with the above rate shall be increased again with the effect of a new authorisation to exclude the subscription rights of shareholders in accordance with or in accordance with Section 186 (3) sentence 4 aktG, as far a.s. the new authorisation is sufficient, but not more than 10 percent of the share capital. The Management Board is authorized, with the approval of the Supervisory Board, to determine the further details of the capital increases.
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: CECONOMY AG, Dusseldorf, Germany.