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Convertible bonds · Company statute Hrb24 Nov 2006 German Trade Register Announcements, Germany (20/11/2006)
Overview
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Francotyp-Postalia Holding AG, Birkenwerder (
Unnamed street ??, 16547 Birkenwerder, Germany
). The Annual General Meeting of October 16, 2006 approved the amendment of the Articles of Association by inserting an paragraph 3 and an paragraph 4 of the 4 (share capital). By resolution of the Annual General Meeting of October 16, 2006, the Board of Management is authorized, with the approval of the Supervisory Board, to raise the company's share capital by October 15, 2011 (including) by issuing new ones to the Inh. shares in exchange for cash or non-cash deposits once or several times, by a total of up to EUR 6,000,000.00. The Board of Management is authorized to exclude marginal amounts from the subscription rights of the shareholders. The Management Board is also authorized, with the consent of the Supervisory Board, to exclude the subscription rights of shareholders (a) provided that the new shares are issued against contributions in kind in order to acquire companies or shareholdings in companies, and provided that the acquisition of the company or the shareholding is in the company's best interests (b) for a share of the authorized capital in the amount of up to a total of EUR 1,200,000.00, provided that (i) the new shares are issued against cash, which does not substantially fall below the market price, and (ii) the total share capital amount issued or sold in total, which is attributable to the number of shares to be issued from authorised capital, together with other shares issued or sold in accordance with or in accordance with Section 186 (3) sentence 4 AktG 10% of the company's share capital at the time of the resolution of the Annual General Meeting on this authorisation or, if this value is lower, of the company's share capital at the time of exercise of this authorisation (c) for a share of the authorised capital in the amount of up to a total of 1,200.00,00 EUR to issue the new shares to employees of the company or employees of one of its direct or indirect group companies within the meaning of Section 18 of the German Stock Corporation Act (AktG), whereby the issuance of the employee shares may also be achieved at a preferential price. The Board of Management decides on the content of the respective share rights and the other conditions of the share issue with the approval of the Supervisory Board. (Authorised capital 2006/I). The share capital is conditionally increased by up to EUR 6,000,000.00 for the execution of bonds issued by October 15, 2011, by resolution of the Annual General Meeting of October 16, 2006. (Conditional capital 2006/I). Published as unregistered: -Reference: Inh. of option or conversion rights or those obliged to pay for the untash or conversion of warrants or convertible bonds issued or guaranteed by Francotyp Postalia AG Holding (including) by Francotyp- Postalia Holding (including) until October 15, 2011 (inclusive) or a direct or indirect group company of the Francotyp-Postalia Holding AG within the meaning of Section 18 of the German Stock Corporation Act pursuant to the authorisation of the Board of Management by the Annual General Meeting of October 16, 2006 and unless other forms of performance are used for service. -The shares shall be issued at the option or conversion price to be determined in accordance with the resolution of October 16, 2006 on the authorisation of the Board of Management to issue warrants and convertible bonds with the possibility of the Subscription Rights Committee pursuant to Section 186 (3) sentence 4 aktG: provided that the shareholders of the company are not granted subscription rights, the option or conversion price for a share to be fixed in each case must be at least 80% of the average closing price of the Company's shares in XETRA trading (or a functionally comparable successor system to be replaced by the XETRA system) of the Frankfurt Stock Exchange on the five trading days (Frankfurt am Main) before the date of the board's decision on the issue of the partial bonds. Insofar as the shareholders of the company are granted a subscription right, the option or conversion price for a share to be fixed in each case must be at least 80% of the average closing price of the Company's shares in XETRA trading (or a functionally comparable successor system replacing the XETRA system) of the Frankfurt Stock Exchange during the subscription period, with the exception of the last two trading days (Frankfurt am Main). Furthermore, without prejudice to Section 9 (1) of the German Stock Corporation Act (AktG), the conditions for the company's assumptions, which may lead to a dilution of the value of the partial bonds, may provide for a value-preserving adjustment of the option or conversion price.
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: Francotyp-Postalia Holding AG, Berlin, Germany.