EANS-General Meeting: DAB bank AG
Announcement convening the general meeting
-------------------------------------------------------------------------------- General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
DAB Bank AG Munich WKN 507 230 ISIN DE0005072300
Dear shareholder:
You are hereby invited to attend the Annual General Meeting of DAB bank AG, with its registered head office in Munich, to be held on Thursday, May 20, 2010, at 10:00 a.m. in the Festsaal of Paulaner am Nockherberg, Hochstraße 77, 81541 Munich.
AGENDA
Agenda Item 1 Presentation of the officially adopted separate financial statements of DAB bank AG and the approved consolidated financial statements of the Group, the management reports for DAB bank AG and the Group and the Report of the Supervisory Board for DAB bank AG and the Group and the explanatory report of the Management Board on the disclosures according to Sections 289 (4), 315 (4) of the German Commercial Code, for fiscal year 2009.
No resolution will be adopted under Agenda Item 1. The Supervisory Board has already approved the separate financial statements of the parent company and the consolidated financial statements of the Group. In accordance with the provisions of law, therefore, no resolution needs to be adopted in this respect.
Agenda Item 2 Resolution on the approval of the compensation system for Management Board members
The Appropriateness of Management Board Compensation Act (VorstAG), which entered into effect on August 5, 2009, allows the option of having the Annual General Meeting adopt a resolution on the approval of the compensation system for Management Board members. The company wishes to avail itself of this option.
The subject of the resolution is the compensation system currently in effect at DAB Bank AG, which formed the basis for setting the Management Board compensation in fiscal year 2009. The compensation system is presented in the Compensation Report, which is part of the Annual Report 2009. This Annual Report can be found on the Internet at http://www.dab-bank.de/servicenavigation/investor-relations/hauptv ersammlung.html (which can be reached via www.dab-bank.de > Investor Relations > Annual General Meetings) and can be inspected at the registered head office of DAB Bank AG, Landsberger Str. 300, 80687 Munich. The Annual report 2009 will also be sent to shareholders upon request. Furthermore, the Annual Report will be available at the Annual General Meeting and will be explained there as well.
The Supervisory Board and Management Board propose that the compensation system for Management Board members be approved.
Agenda Item 3 Resolution on the utilization of the unappropriated net profit of DAB bank AG to distribute a dividend
The Supervisory Board and the Management Board propose that the unappropriated net profit of DAB bank AG for the past fiscal year 2009 in the amount of EUR22,556,102.10 be used to distribute a dividend of EUR 0.30 per qualifying share and that the dividend accruing to treasury shares be carried forward to new account.
Distribution of a dividend to shareholders: EUR 0.30 EUR 22,556,102.10
Carried forward to new account EUR 0.00
The profit utilization proposal includes the shares held by the company, directly or indirectly, at December 31, 2009, which do not qualify for dividends according to Section 71 b AktG. In the time until the Annual General Meeting, the number of shares qualifying for dividends may decrease or increase, if other treasury shares would be sold or purchased in that time. In such a case, an adjusted profit utilization proposal will be submitted to the Annual General Meeting, with no change to the proposed distribution of EUR 0.30 per qualifying bearer share.
Agenda Item 4 Resolution on the ratification of the actions of Management Board members
The Supervisory Board and the Management Board propose that the actions taken in fiscal year 2009 by the members who served on the Management Board in fiscal year 2009 be ratified.
Agenda Item 5 Resolution on the ratification of the actions of Supervisory Board members
The Supervisory Board and the Management Board propose that the actions taken in fiscal year 2009 by the members who served on the Supervisory Board in fiscal year 2009 be ratified.
Agenda Item 6 Resolution on the appointment of the auditor of the parent company´s separate financial statements and the consolidated financial statements of the Group and the auditor for the auditor´s review of the semi-annual financial report
At the recommendation of its Audit Committee, the Supervisory Board proposes that
a)KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as the independent auditor of the separate financial statements of the parent company and the consolidated financial statements of the Group for fiscal year 2010;
b)KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, also be appointed, by way of precaution, as the independent auditor for the auditor´s review of the interim financial statements for the first six months of fiscal year 2010.
Agenda Item 7 Resolution on the authorization to purchase the company´s own shares for trading purposes
The company was authorized by resolution of the Annual General Meeting of May 14, 2009 to purchase the company´s own shares pursuant to Section 71 (1) (7) of the German Stock Corporations Act ("AktG") in the time until October 31, 2010. Because the prior authorization will expire before the Annual General Meeting in 2011, the Supervisory Board and Management Board propose, in accordance with Section 71 (1) (7) AktG, that the following resolution be adopted:
The company is authorized to buy and sell the company´s own shares for trading purposes in accordance with Section 71 (1) (7) AktG. The purchase prices (excluding transaction costs) shall not be higher or lower by more than 10% than the average stock exchange prices of the DAB bank AG share on the three days preceding the purchase in the closing auction of the XETRA trading system (or comparable successor system ) of the Frankfurt Stock Exchange. The total holdings of shares purchased for this purpose shall not exceed 5% of the share capital of DAB bank AG at the end of any day. The authorization granted for this purpose shall expire - without need of an express annulment - at the time when a new authorization to purchase the company´s own shares pursuant to Section 71 (1) (7) AktG takes effect; independently of the foregoing, the authorization granted herein shall expire in any case no later than May 19, 2015. This authorization shall supersede the authorization to purchase the company´s own shares for trading purposes that was granted at the Annual General Meeting of May 14, 2009 under Agenda Item 6, which is hereby annulled.
Agenda Item 8 Resolution on the authorization to purchase the company´s own shares for other purposes and to sell the company´s own shares under exclusion of the subscription right
The company was authorized by resolution of the Annual General Meeting of May 14, 2009 to purchase the company´s own shares pursuant to Section 71 (1) (8) AktG in the time until October 31, 2010. Because the prior authorization will expire before the Annual General Meeting in 2011 the Supervisory Board and Management Board propose, in accordance with Section 71 (1) (8) AktG, that the following resolution be adopted:
a) The company is authorized to purchase the company´s own shares in the amount of up to 10% of the share capital for other purposes than trading. The purchase may be effected on the stock exchange or by means of a public purchase offer directed to all the shareholders. - In the event of a purchase on the stock exchange, the purchase price (excluding transaction costs) shall not be higher or lower by more than 10% than the average stock exchange prices of the DAB bank AG share in the three stock exchange days preceding the purchase in the closing auction of the XETRA trading system (or comparable successor system) of the Frankfurt Stock Exchange. - In the event of a public purchase offer, the offer price shall not be higher or lower by more than 10% than the DAB bank AG share (excluding transaction costs) in the XETRA trading system on the third stock exchange day prior to the date of the public announcement of the offer. If the offer is oversubscribed, subscriptions shall be accepted on a quota basis. Moreover, a preferential acceptance of smaller subscriptions of up to 100 shares by the shareholders to whom the offer was made can be provided.
The authorization can be exercised all at once or in partial amounts, and for one or more purposes.
The treasury shares purchased on the basis of an authorization pursuant to Section 71 (1) (7) and (8) AktG, together with other treasury shares which the company will have already purchased and will still hold, may not exceed 10% of the share capital of the company.
b) The shares purchased on the basis of this authorization can be sold by another manner than on the stock exchange or through an offer to all the shareholders if the purchased treasury shares are sold at a price that is no more than 5% less than the average closing price of the shares of the company having the same features quoted in the XETRA trading system (or comparable successor system) on the last five trading days preceding the date of constitution of the obligation to sell the company shares (excluding transaction costs). In this case, the number of shares to be sold, together with the new shares to be issued on the basis of an authorization to conduct a capital increase under exclusion of the subscription right pursuant to Section 186 (3) (4) AktG, may not exceed the limit of 10% of the company´s share capital.
To this extent, the subscription right of the shareholders to these new treasury shares is excluded.
c) Furthermore, the Management Board is authorized to sell the purchased shares also off the stock exchange or through an offer to all shareholders if such sale is for the purpose of acquiring companies or equity investments in companies.
To this extent, the subscription right of the shareholders to these treasury shares is excluded.
The foregoing authorizations under b) to c) to sell treasury shares also off the stock exchange can be exercised all at once, or in parts, on one or more occasions, individually or together.
d) The Management Board is also authorized, with the consent of the Supervisory Board, to retire all or some of the treasury shares purchased in accordance with a) above without further resolutions of the Annual General Meeting.
e) The authorization so granted shall expire - without need of an express annulment - when a new authorization to purchase the company´s own shares pursuant to Section 71 (1) (8) AktG takes effect; independently thereof , the authorization granted herein shall expire in any case no later than May 19, 2015. This authorization supersedes the authorization to purchase the company´s own shares for other purposes granted by the Annual General Meeting of May 14, 2008 under Agenda Item 7, which is hereby annulled. The authorizations granted under a) to d) above shall also apply to the use of treasury shares that will have been purchased on the basis of earlier authorization resolutions pursuant to Section 71 (1) (8) AktG.
Agenda Item 9 Resolution on the election of one member to the Supervisory Board
In accordance with Article 9 (1) of the Articles of Incorporation of our company, the Supervisory Board is composed of six members. In accordance with Sections 96 (1) 4th Alternative, 101 (1) AktG in conjunction with Sections 1 (1) (1), 4 (1) of the One Third Employee Representation Act ("DrittelbG"), the Supervisory Board is composed of shareholder representatives at the rate of two thirds and of employee representatives at the rate of one third.
The Supervisory Board member Mr. Jan Wohlschiess, who was elected at the Annual General Meeting of May 8, 2008, has resigned his seat, effective at the close of the Annual General Meeting of May 20, 2010.
The Supervisory Board proposes to the Annual General Meeting that
Mr. Peter Buschbeck, Neuberg, Management Board member of UniCredit Bank AG, Munich, and member of the Management Committee of UniCredit S.p.A., Rome, Italy, as Head of Retail Germany & Austria, be elected to the Supervisory Board to serve out the remaining term of Mr. Jan Wohlschiess, which is to say, until the close of the Annual General Meeting that will resolve on the ratification of the actions of the Supervisory Board for fiscal year 2012.
The Annual General Meeting is not bound by the election proposals.
The proposed representative concurrently serves on legally mandated Supervisory Boards and comparable boards in Germany and abroad, of the following companies:
Mr. Peter Buschbeck serves on the following other legally mandated Supervisory Boards of German companies: Bankhaus Neelmeyer AG, Bremen, Chairman of the Supervisory Board*) PlanetHome AG, Unterföhring, Vice Chairman of the Supervisory Board*) UniCredit Direct Services GmbH, Munich, Chairman of the Supervisory Board*)
Mr. Peter Buschbeck serves on comparable boards in Germany and abroad of the following business enterprises: Wealth Management Capital Holding GmbH, Munich, member of the Board of Directors*)
*) These are Group mandates of UniCredit S.p.A., Rome, Italy.
Note: The Supervisory Board member Mr. Gunter Ernst is independent and possesses relevant expertise in the areas of financial accounting or the auditing of financial statements within the meaning of Section 100 (5) AktG.
Agenda Item 10 Resolution on the amendment of the Articles of Incorporation to reflect the Shareholder Rights Directive Transposition Act
The Shareholder Rights Directive Transposition Act (ARUG) entailed amendments to the Stock Corporations Act relative to the exercise of shareholder rights in the Annual General Meeting, the time periods and deadlines allowed and the form of powers of attorney to be granted for that purpose. Furthermore, the Stock Corporations Act now also allows the letter option and the option of electronic participation in the Annual General Meeting. Decision-making authority concerning these options shall be delegated to the Management Board. The provisions of the Articles of Incorporation concerning the transmittal of the Annual General Meeting, the registration deadline and the procedure for powers of attorney are to be amended to reflect the new legal status.
Therefore, the Supervisory Board and Management Board propose that the following resolutions be adopted:
a) Article 15 para. (3) of the Articles of Incorporation shall be reworded as follows:
"The Annual General Meeting shall be convened at least 30 days prior to the meeting date, not counting the date of convocation and the date of the Annual General Meeting. The meeting notice period shall be extended by the number of days in the registration period according to Article 16 para. (1) of the Articles of Incorporation."
b) Article 16 para. (1) of the Articles of Incorporation shall be reworded as follows:
"Only those shareholders whose registration and proof of shareholdings will have been received at the address indicated in the convocation at least six days prior to the Annual General Meeting shall be eligible to participate in the Annual General Meeting and exercise their voting rights. The Management Board shall be authorized to set a shorter time period in the invitation to the Annual General Meeting. To the extent not otherwise provided by law and announced by the Management Board in the invitation to the Annual General Meeting, registration must be effected in text form and must be composed in the German or English language."
c) Article 16 para. (2) of the Articles of Incorporation shall be reworded as follows:
"The proof of shareholdings shall be provided by means of a confirmation composed in text form in the German or English languages by the depositary institution or an entity indicated in the convocation. The proof must refer to the start of the 21st day prior to the Annual General Meeting. The Management Board shall be authorized to set a shorter time period in the convocation."
d) Article 16 para. (4) shall be inserted as a new provision as follows:
"Voting rights may be exercised by authorized representatives. The granting and revocation of the power of attorney and the proof of authorization to the company must be effected in text form. The details concerning the granting and revocation of powers of attorney and the proof of authorization to the company shall be announced along with the convocation of the Annual General Meeting, in which a simplified option may also be allowed. Section 135 of the Stock Corporations Act remains unaffected."
e) Article 16 para. (5) shall be inserted as a new provision as follows:
"The Management Board shall be authorized to allow the complete or partial video and/or audio transmittal of the Annual General Meeting in a form to be defined more precisely by the Management Board. The transmittal may also be effected in a form to which the public has unrestricted access."
f) Article 16 para. (6) of the Articles of Incorporation shall be inserted as a new provision as follows:
"The Management Board shall be authorized to stipulate that shareholders can participate in the Annual General Meeting also without being physically present at the meeting and without having appointed an authorized representative and can exercise all or some of their rights completely or partially by means of electronic communications (online participation). The Management Board shall also be authorized to make determinations concerning the extent and procedure of participation and the exercise of rights according to Sentence 1. Such determinations shall be announced along with the convocation of the Annual General Meeting."
g) Article 16 para. (7) of the Articles of Incorporation shall be inserted as a new provision, as follows:
"The Management Board shall be authorized to stipulate that shareholders can cast their votes in writing without being physically present at the Annual General Meeting or participating by means of electronic communications (letter option). The Management Board shall be authorized to make determinations concerning the extent and procedure of participation and the exercise of rights according to Sentence 1. Such determinations shall be announced along with the convocation of the Annual General Meeting."
NOTES ON THE MEETING AGENDA
The separate financial statements of DAB bank AG at December 31, 2009 and the separate management report, as well as the consolidated financial statements at December 31, 2009 and the Group management report, and the Report of the Supervisory Board for fiscal year 2009, the report on the disclosures according to Sections 289 (4), 315 (4) of the German Commercial Code and the proposal of the Management Board for the utilization of the unappropriated net profit, will be available for inspection at the offices of DAB bank AG at Landsberger Straße 300, 80687 Munich, from the date of convocation of the Annual General Meeting, pursuant to Section 175 (2) AktG. The report of the Management Board pursuant to Sections 71 (1) (8) (5) and 186 (4) AktG will also be available for inspection at the offices of the company. Upon request, every shareholder will be promptly provided with a copy of these documents at no cost to them. These documents will also be available for inspection at the Annual General Meeting.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE DATE OF CONVOCATION
At the date of convocation of the Annual General Meeting, the share capital of DAB bank AG was divided into 75,187,007 no-par shares, each of which represents one vote and which together represent 75,187,007 votes.
PARTICIPATION IN THE ANNUAL GENERAL MEETING, AUTHORIZED REPRESENTATIVES
To be eligible to participate in the Annual General Meeting and exercise their voting rights, shareholders must register with the company in text form (Section 126b BGB) in the German or the English language, no later than the close of the seventh day prior to the Annual General Meeting, which is May 13, 2010, and present proof of their shareholdings. Shareholders may also register with their depositary bank.
The proof of shareholding, composed in text form in the German or English language (Section 126b BGB), must refer to the start of the 21st day prior to the Annual General Meeting, which is April 29, 2010 (midnight), and be accompanied by a confirmation of the depositary bank, composed in text form in the German or English language (Section 126b BGB).
The registration and proof of shareholding must be received by the company no later than the end of May 13, 2010, at the following address:
DAB Bank AG c/o Computershare HV-Services AG Prannerstraße 8 80333 Munich Fax: +49 89 30903-74675 E-mail: anmeldestelle@computershare.de
It is recommended that shareholders submit their registration and proof of shareholding to the company in a timely manner.
Upon receipt of the properly completed registration, the company will mail admission tickets for the Annual General Meeting to the eligible shareholders or their authorized representatives, where applicable. The admission tickets serve the purpose of maintaining the attendance list and will be exchanged for voting cards at the entrance to the meeting. The admission tickets are to be understood as organizational aids.
SIGNIFICANCE OF THE RECORD DATE
The record date is the crucial date that determines the extent and exercise of participation and voting rights in the annual shareholders' meeting. In relationship to the company, only those persons who have provided proof of their shareholdings by the record date are deemed to be shareholders for purposes of participating in the annual shareholders' meeting and exercising their voting rights. Changes in shareholdings after the record date are not relevant for this purpose. Therefore, shareholders who purchased their shares only after the record date are not eligible to participate in the annual shareholders' meeting. Shareholders who have duly registered and submitted proof of their shareholdings are eligible to participate in the annual shareholders' meeting and exercise their voting rights even if they sell their shares after the record date. The record date has no effect on the transferability of the shares and is not relevant for dividend purposes.
REPRESENTATION OF VOTING RIGHTS
Eligible shareholders who do not personally attend the Annual General Meeting can have their rights, including their voting rights in particular, exercised by an authorized representative such as a bank or shareholders association. In that case, the authorized representatives must register themselves or the shareholders must register them in a timely manner. If no bank, shareholders association or other institution or person considered equivalent to a bank or shareholders association according to Section 135 AktG is to be authorized, the authorization must be granted in text form. The same applies for the proof of authorization to the company and any revocation of the power of attorney. An authorization form will be sent to the shareholders along with the admission ticket and also when requested of the company.
Neither the law nor the company's Articles of Incorporation prescribe a written form requirement for authorizing a bank, shareholders association or other institution or person considered equivalent to a bank or shareholders association according to Section 135 AktG. In such cases, however, the institutions to be authorized may require a particular form because they may be required to verifiably demonstrate the authorization pursuant to Section 135 AktG. Therefore, please consult with the bank, shareholders association or other institution or person considered equivalent to a bank or shareholders association according to Section 135 AktG concerning the possible form of the authorization.
The proof of authorization must be provided either by the authorized representative on the date of the Annual General Meeting or submitted by way of declaration to the company at the following address:
DAB Bank AG Annual General Meeting Landsberger Straße 300 80687 Munich Fax: +49 89 50068-33525 E-mail: hauptversammlung@dab.com
Eligible shareholders can also appoint representatives of the company ("voting representatives") to represent them in the voting according to their instructions. The voting representatives will be obligated to vote in accordance with your instructions and must be granted a power of attorney and instructions for exercising your voting rights. Barring express instructions regarding the individual items of the agenda, the voting representatives will not exercise the shareholder's voting rights. The powers of attorney and voting instructions must be granted to the voting representatives in text form. A form for granting the power of attorney and the voting instructions will be sent to the shareholders along with the admission ticket, and also when requested of the company. In such cases, please return the power of attorney and instructions form by mail to the following address:
DAB Bank AG Annual General Meeting Landsberger Straße 300 80687 Munich Fax: +49 89 50068-33525 E-mail: hauptversammlung@dab.com
Only those instructions that are received by the company by no later than 12:00 a.m. of May 18, 2010 or given to the voting representatives appointed by the company at the Annual General Meeting can be accepted. Please note, moreover, that the voting representative may not participate in any procedural or substantive motions that were not communicated by the company in advance of the Annual General Meeting. Additional details regarding the voting representatives are provided in the admission tickets to the Annual General Meeting.
INQUIRIES, MOTIONS, ELECTION PROPOSALS, REQUESTS FOR INFORMATION
(Statement of shareholder rights pursuant to Sections 122 (2), 126 (1), 127, 131 (1) of the Stock Corporations Act (AktG)
Request for additional agenda items (Section 122 (2) AktG)
Shareholders whose shares together represent one twentieth of the share capital or the proportional amount of EUR 500,000 (corresponding to 15,037,401 shares) may request that additional items be placed on the agenda and announced to the shareholders. Each such additional agenda item shall be accompanied by a justification or draft resolution. The request must be directed in writing to the Management Board of DAB Bank AG and must be received by the company no later than 30 days prior to the meeting, thus before midnight of April 19, 2010.
Requests for additional agenda items shall be considered only if the requesting party will have proven that he or she has held the shares meeting the minimum shareholding requirement for at least three months prior to the date of the Annual General Meeting.
Any such requests must be sent to the following address:
DAB Bank AG Annual General Meeting Landsberger Straße 300 80687 Munich
If they would not have been announced already with the convocation, additional agenda items to be announced to the shareholders shall be announced in the Electronic Federal Gazette immediately upon receipt of the request and forwarded for publication to such media about which it can be assumed that they will disseminate the information throughout the European Union. Such requests shall also be announced and communicated to shareholders on the website http://www.dab-bank.d e/servicenavigation/investor-relations/hauptversammlung.html (which can be reached via www.dab-bank.de > Investor Relations > Annual General Meetings).
Counter-motions and election proposals pursuant to Section 126 (1), 127 AktG
In addition, shareholders of the company may file counter-motions against the proposals of the Management Board and/or Supervisory Board on certain agenda items and election proposals. Counter-motions must be accompanied by a justification. Counter-motions, election proposals and other inquiries of shareholders regarding the Annual General Meeting must be sent exclusively to the following address:
DAB Bank AG Annual General Meeting Landsberger Straße 300 80687 Munich Fax: +49 89 50068-33525 E-Mail: hauptversammlung@dab.com
Counter-motions or election proposals sent to any other address shall not be considered.
We will publish all counter-motions and election proposals of shareholders to be published in accordance with Section 126 und Section 127 AktG, which will have been received at the address indicated above, along with the name of the shareholder and the justification to be published immediately upon receipt, provided that the applicant's shareholder status will have been proven, by no later than May 5, 2010 (midnight), on the company's website at http://www.d ab-bank.de/servicenavigation/investor-relations/hauptversammlung.html (which can be reached via www.dab-bank.de > Investor Relations > Annual General Meetings). Any management positions on such matters shall also be published there.
Election proposals may not be published if the proposal does not include the name, occupation and place of residence of the proposed person, and in case of proposals for Supervisory Board members, information on their service on other legally mandated supervisory boards (Section 127 (3) in conjunction with Section 124 (3) and Section 125 (1) (5) AktG).
Right to information pursuant to Section 131 (1) AktG
At the Annual General Meeting, every shareholder or shareholder representative is entitled to request information from the Management Board concerning the affairs of the company, the legal and business relationships of the company, affiliated companies and the situation of the Group and the companies included in the consolidated financial statements, insofar as such information is required to make an informed judgment of the subject matter of a given agenda item.
Shareholders who intend to pose questions at the Annual General Meeting are asked to inform the company in advance of the Annual General Meeting, if possible, so that the Management Board will have an opportunity to prepare the answers.
Information on the company's website
Further-going information on shareholder rights pursuant to Section 122 (2), Section 126 (1), Section 131 (1) AktG and the information to be made accessible pursuant to Section 124a AktG can be found at the website http://www.dab-bank.de/servicenavigation/investor-relations/h auptversammlung.html (which can be reached via www.dab-bank.de > Investor Relations > Annual General Meetings). Furthermore, the information and documents pursuant to Section 124a AktG, including the Annual Report 2009, are also available at that website for inspection and download. All information to be made accessible to the Annual General Meeting by virtue of law will also be available at the Annual General Meeting for inspection.
The convocation of the Annual General Meeting was published in the Electronic Federal Gazette of April 6, 2010 and was forwarded for publication to such media about which it can be assumed that they will disseminate the information throughout the European Union.
Munich, in April 2010
DAB Bank AG The Management Board
Report to the Annual General Meeting pursuant to Sections 71 (1) (8), 186 (4) AktG on Agenda Item 8 concerning the exclusion of the subscription right in connection with the utilization of treasury shares
The proposed authorization will enable the company to purchase the company´s own shares pursuant to Section 71 (1) (8) AktG up to an amount of 10% of the share capital of the company, either on the stock exchange or by means of a public purchase offer, for purposes other than trading. If such company shares are purchased by way of a public purchase offer, every shareholder may decide how many shares he would like to offer for sale. If the number of shares offered at the established price exceeds the maximum number of shares requested by the company, an allotment procedure will be carried out. In such a case, it will be possible to provide for a preferential acceptance of smaller offers or small parts of offers, up to a maximum of 100 shares. This possibility serves the purpose of avoiding fractional amounts and small odd lots resulting from the application of the quotas to be purchased, so as to facilitate the technical execution of the transaction.
In the case of a purchase on the stock exchange, the terms of the authorization provide that the purchase price (excluding transaction costs) may not be higher or lower by more than 10% than the average stock exchange prices of the shares of the company on the three stock exchange days preceding the purchase in the closing auction of the XETRA trading system (or comparable successor system). In the case of a public purchase offer, the offered price may not be higher or lower by more than 10% than the closing price on the third stock exchange day prior to the date of announcement of the offer (excluding transaction costs).
The treasury shares purchased by virtue of this authorization, together with other treasury shares which the company will have purchased and will still hold, may not exceed 10% of the share capital of the company (excluding transaction costs). The treasury shares purchased by the company can be sold again, either on the stock exchange or by means of a public offer. Under both these options, the right of shareholders to equal treatment, also in the case of a sale, shall be upheld. The purchased shares can also be retired without need of a further resolution by the Annual General Meeting, thereby reducing the share capital of the company. In addition, the terms of the proposed authorization also provide that the purchased shares can be sold by other means than on the stock exchange or through an offer to all the shareholders if the sale price is not significantly lower than the stock exchange price of the company´s shares at the time of the sale, so as to avoid a dilution of the share price, by analogous application of Section 186 (3) (4) AktG. Thus, the authorization allows only a discount of at most 5% on the average value of the closing prices of the shares of the company equipped with the same features in the XETRA trading system (or comparable successor system) on the last five trading days preceding the date of constitution of the obligation to sell the shares. This provision is meant to allow the possibility of offering the shares to institutional investors in Germany and abroad, for example. At the same time, the authorization will enable the Management Board to adjust the equity of the company quickly and flexibly to accommodate business needs and take advantage of favorable conditions in the stock market, while also preserving the rights of shareholders. In accordance with the requirements of law, the total number of shares issued under exclusion of the subscription right of the shareholders pursuant to Section 186 (3) (4) AktG, including the existing authorizations for Authorized Capital, may not exceed 10% of the share capital of the company.
The proposed authorization will also enable the company to purchase the company´s own shares for the purpose of using them as consideration for the acquisition of companies or equity investments in companies. In the current environment of international competition, such forms of consideration are increasingly in demand. The planned authorization will give the Management Board the necessary leeway to respond quickly and flexibly to favorable offers or other opportunities in the national and international market and take advantage of opportunities to grow the company by acquiring other companies or equity investments in companies in exchange for shares in the company, in the interest of the company and its shareholders.
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
René Keller
Tel.: +49-89-50068-981
e-mail: rene.keller@dab.com
Branche: Banking
ISIN: DE0005072300
WKN: 507230
Index: CDAX, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade
Euronext Paris / regulated dealing
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