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

60 Management Report Konzernlagebericht
Explanatory Report by the Executive Board pursuant to §§ 289
IV, 315 IV of the German Commercial Code (HGB)
The subscribed capital of the company amounts to EUR 10,515,750 and is divided into 10,515,750 nopar
value bearer shares. Different stock categories do not exist. There are no restrictions to voting rights
or the transfer of shares known to the executive board. There are no shares with special rights. BioMed
Technology Holding holds 74.3% of biolitec AG’s shares, the voting rights are fully attributable to
BioMed Technology Holding.
The executive board does not know of any employee shareholdings that do not use their control on
voting rights directly. In addition to the provisions of the articles of incorporation the legal regulations
are valid for the appointment and dismissal of the members of the executive board.
biolitec AG’s executive board consists of only one member. The members of the executive board have
been appointed by the supervisory board in accordance with §84 of the German Stock Corporation Act
(AktG) for a period of up to five years. A repeated appointment or renewal of the mandate, in each case
for a maximum of five years, is permitted. The appointment of deputy CEOs is legitimate. Due to important
reason it is permitted to dismiss a member of the executive board in accordance with §84 III of the
German Stock Corporation Act (AktG).
Any changes of biolitec AG’s statutes needs approval of the general meeting in accordance to §179 I of
the German Stock Corporation Act (AktG). According to §16 of biolitec’s statutes the supervisory board
is authorized to make changes in its linguistic form.
Agreements in the event of a change of control – as a result of a takeover offer – do not exist. Compensation
agreements in the event of a takeover offer do not exist – neither for the members of the Executive
Board nor for employees.
Resolutions of the General Shareholders’ Meeting require a simple majority of votes cast or a simple
majority of the capital stock represented at the time of the resolution unless there is a mandatory requirement
stipulating a different majority.
The subscribed capital of the company was raised in November, 2007 by EUR 500,750 to EUR 10,515,750
and is divided into 10,515,750 no-par value bearer shares.
With resolution of the general meeting from November 2nd, 2005 the executive board of biolitec AG
was authorized to raise the share capital in the period up until October 31st, 2010 by a maximum of EUR
5,000,000 with approval of the supervisory board (authorized capital). The subscription right of the
stockholders could be excluded to a certain degree. With resolution of the general meeting from November
18th, 2008 the above mentioned authorization dating November 2nd, 2005 was terminated
and replaced by a newly created authorized capital. The executive board is authorized to raise the share
capital by up to EUR 5,257,875 until October 31st, 2013 with approval of the supervisory board on a
one-off or repeat basis by issuing no-par value bearer shares. The subscription right of the stockholders
can be excluded to a certain degree.
The Supervisory Board is authorised to carry out the modifications in the statutes according to the
amount of the capital increase of the authorised capital.
The subscribed capital of the company is being raised conditionally up to EUR 4,000,000 with resolution
of the general meeting of November 2nd, 2005 (conditional capital II). The conditional capital serves
exclusively the issuing of new shares to the owners or creditors of warrant and convertible bonds, which
have been issued with resolution of the general meeting of November 2nd, 2005 by the company or by
direct or indirect majority holding companies of the company. The issuing of the shares is effected in