Annual Report 2009/2010 Geschäftsbericht 2009/2010 ... - biolitec AG

166 Annual Financial Statement Konzern-Jahresabschluss
Stock option plan 2007
In its General Meeting held on 20 November 2007, the company passed a resolution providing a partial
abolition of the Conditional Capital I and the generation of a new Conditional Capital 2007 to service
the stock option rights resulting from the Board of Management’s authorization to grant stock options
(“Stock Option Plan 2007”). The company’s stock capital was conditionally increased by up to EUR 25,000
by means of issuing up to 25,000 new no-par bearer shares to service the stock options that had been
issued on the basis of the authorization by the General Meeting on 17 October 2000. These outstanding
25,000 options expired with the end of the fiscal year 2007/2008.
With the approval of the Supervisory Board and until 31 October 2012, the Board of Management is
authorized to grant, in one or more installments, stock options for the acquisition of in total up to
900,000 no-par bearer shares. The Supervisory Board decides on the issue of stock options to members
of the Board of Management. There is no subscription right existing for the company’s shareholders.
A portion of up to 10 % of the volume should be allotted to members of the Board of Management as
well as to members of the Board of Management or CEO of any present or future domestic or foreign
associated companies. 20 % of the volume should be allotted to employees of the company and 60 %
to employees of present or future domestic or foreign associated companies. The option rights expire
after five years as of granting without any compensation. Unless otherwise decided by the Board of
Management or the Supervisory Board, the share options are neither disposable nor transferable.
Each option right comprises a subscription right for biolitec shares at a ratio of 1:1 against payment of
an exercise price. The exercise price consists of a call exercise price and a surcharge amounting to 35 %
of the call exercise price. The call exercise price corresponds to the arithmetic average of the opening
price defined at the securities stock exchange for the company’s shares within the last ten days before
the issue of the option right. The surcharge of 35 % of the call exercise price has to be paid when the
actual market value of a share does not exceed 35 % of the respective call exercise price of the option.
The actual market value is calculated on the basis of the arithmetic average of the opening price defined
at the securities stock exchange for the company’s shares within the last ten trading days before the issue
of the option right.
So far the Board of Management did not exercise his authorization.
Purchase of company’s shares
The Annual General Meeting on 17 November 2009 authorized the Board of Management by resolution
to purchase up to 1,001,575 company shares of the capital stock until 16 November 2014. The biolitec
AG was granted the possibility to purchase company shares for all legally allowed purposes. The authorization
for acquisition of company shares creates the chance to offer company shares as a consideration
for the acquisition of or shareholdings in companies. This authorization is an instrument to supply
the company with the necessary scope for action in order to be able to react promptly and flexibly to
acquisition chances.
The company was also authorized to sell company shares. Selling serves as a simple way of fund raising
and comprises the possibility to use company shares to service the stock option plan that was passed
by the General Meeting on 17 October 2000. It may also serve to fulfill holders’ or creditors’ rights resulting
from option obligations or convertible bonds, which are granted by the company or by direct or
indirect wholly owned foreign shareholding companies of biolitec AG. They may also be used to offer
them as ‘employee shares’ to employees of biolitec AG or its associated companies for acquisition.