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Company statute Hrb14 Jul 2006 German Trade Register Announcements, Germany (11/07/2006)
Overview
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GfK AG, Nuremberg (
Unnamed street ??, 90419 Nürnberg, Germany
). The Annual General Meeting of June 29, 2006 approved the amendment of Sections 3 (share capital, shares), 17 (convening of the Annual General Meeting), 18 (right of participation) and 19 (chairman of the Annual General Meeting) of the Articles of Association. The share capital of the company is conditionally increased by up to EUR 3,400,000.00 by resolution of the Annual General Meeting on June 29, 2006 (Conditional Capital 2006/II). The Conditional Capital is used exclusively for the fulfilment of subscription rights in accordance with the authorisation granted on the basis of the Annual General Meeting of June 15, 2004. Unregistered: The circle of beneficiaries includes the members of the Executive Board as well as executives of the GfK AG and its affiliated companies, with the members of the Board of Directors of the GfK AG accounting for a maximum of 30 percent and other executives at least 70 percent of the option rights to be granted. The conditions for the option rights to be issued are determined by the Executive Board with the approval of the Supervisory Board and, insofar as members of the Executive Board are concerned, by the Supervisory Board alone. The option rights are to be issued with a maturity of up to six years in the 2006 financial year within two months of the adoption of the annual financial statements of the previous year. The option rights granted may only be exercised as long a.s. the beneficiary is in an unannounced employment relationship with the company or an affiliated company. The beneficiaries shall have the right to purchase a new no-par value share of the Company for each option right. The option rights can be exercised after the Annual General Meeting, for the first time 2 years after the issue of the option rights. However, an exercise is inadmissible 14 days before the publication of quarterly, half-yearly, annual or provisional annual figures. In addition, the Company is free to set further periods during which the options may not be exercised. For each of the tranches to be issued, the exercise price for the purchase of a share is the average Xetra price of the share between the respective previous balance sheet press conference and the Annual General Meeting, or, if it is higher, the price of the share in the Xetra closing auction on the day of issue of the respective tranche, plus a premium of 5 percent each. Trading days are days on which the Frankfurt Stock Exchange determines a price for the company's shares. Furthermore, the option rights may only be exercised if the share price of the company in the Xetra closing auction of the previous day reaches at least the exercise price defined above.
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: GfK GmbH, Nuremberg, Germany.