Corporate Actions and Authorised Capital
APPROVED CORPORATE ACTIONS
AUTHORISED CAPITAL 2017/I
By shareholder resolution adopted at the Ordinary Annual Meeting on 22 February 2017, the Board of Management was authorised, subject to the consent of the Supervisory Board, to raise the share capital until 21 February 2022 by up to a total of 13,346,664.33 euros (Authorised Capital 2017) through one or several issues of new no par registered shares in exchange for contributions in cash or in kind. The number of shares in that context must be increased proportionately to the share capital. Shareholders’ subscription right may be excluded, subject to the approval of the Supervisory Board. The Board of Management was also authorised, subject to the consent of the Supervisory Board in each case, to stipulate the rights attaching to shares, the details of the capital increase and the terms of the share issuance, particularly the issue price.
No use has yet been made of the authorisations.
Details on these Authorisations can be found in § 5 (3) of the Articles of Association.
AUTHORISATION OF ISSUE WARRANT-LINKED BONDS AND/OR CONVERTIBLE BONDS - CONDITIONAL CAPITAL INCREASE
By shareholder resolution adopted at the Ordinary Annual Meeting on 22 February 2017, the Board of Management was authorised, with the consent of the Supervisory Board, to issue, by one or in several issues, bearer and/or registered warrant-linked bonds and/or convertible bonds (jointly referred to as “bonds”) in the period until 21 February 2022 with or without a maturity cap for a total nominal amount of up to €140,000,000.00. In order to grant shares to holders or creditors of the bonds mentioned above, the share capital was conditionally raised by up to €13,346,664.33 through the issuance of up to 3,760,998 new no par registered shares (Conditional Capital 2017/I).
Details on this Authorisation can be found in § 5 (4) of the Articles of Association.
AUTHORISATION FOR THE ACQUISITION AND DISPOSAL OF OWN SHARES
By shareholder resolution adopted at the Annual Meeting on 25 February 2016, the Board of Management was authorised, with the consent of the Supervisory Board and valid until 24 February 2021, to acquire own shares of up to 10 percent of the current share capital of €48,533,334.20, or of the share capital at the time this Authorisation is exercised, in the event that the latter value is lower, for purposes other than trading in own shares. The ability to acquire and dispose of treasury shares serves to facilitate raising capital and gives Deutsche Beteiligungs AG additional entrepreneurial flexibility. Based on this Authorisation, Deutsche Beteiligungs AG can, for example, use repurchased shares to finance mergers or to acquire companies, parts of companies, equity interests in companies or other assets.
Capital actions implemented
In September 2016, using the Authorisation by shareholders adopted at the Ordinary Annual Meeting on 24 March 2015 (Authorised Capital 2015/I), Deutsche Beteiligungs AG increased the Company’s share capital of 48,533,334.20 euros by 4,853,330.23 euros to 53,386,664.43 euros through issuance of 1,367,635 new no par registered shares with a proportional amount in the share capital of approximately 3.55 euros per share against cash contributions and under exclusion of shareholders’ subscription rights. The new shares carried full dividends rights for the 2015/2016 financial year, beginning on 1 October 2015, and were admitted for trading on the Frankfurt and Dusseldorf stock exchanges on 16 September 2016.
Based on an Authorisation by shareholders adopted at the Annual Meeting on 28 March 2007, Deutsche Beteiligungs AG repurchased a total of 727,505 shares in the period from 16 August 2007 to 14 December 2007 and subsequently retired and cancelled these shares.
In June 2007, based on an Authorisation by shareholders adopted at the Annual Meeting on 28 March 2007, Deutsche Beteiligungs AG repurchased 750,000 shares from a principal shareholder, which is equal to 4.95 percent of all shares outstanding at that time, and subsequently retired and cancelled these shares.
Based on an Authorisation by shareholders adopted at the Annual Meeting on 29 March 2006, Deutsche Beteiligungs AG repurchased a total of 1,683,465 shares in the period from 17 July 2006 to 14 August 2006 and subsequently retired and cancelled these shares.
Based on an Authorisation by shareholders adopted at the Ordinary Annual Meeting on 17 March 2005, Deutsche Beteiligungs AG repurchased a total of 1,829,338 shares in the period from 30 June 2005 to 29 July 2005 and subsequently retired and cancelled these shares.
In March 2004, based on an Authorisation by shareholders adopted at the Ordinary Annual Meeting on 20 March 2002, Deutsche Beteiligungs AG increased the Company’s share capital of 36,400,000.00 euros by 12,133,334.20 euros to 48,533,334.20 euros through issuance of 4,666,667 new bearer shares. The new shares carried full dividend rights for the 2003/2004 financial year and were admitted for trading on the Frankfurt and Dusseldorf stock exchanges.
|September 2016||Capital increase|
|December 2007||On-market repurchase programme completed|
|June 2007||Share repurchase 2007|
|August 2006||Share buyback 2006|
|July 2005||Share buyback 2005|
|March 2004||Capital increase|
|July 2000||Capital increase|
|April 2000||Subscribed capital converted to euros|
|June 1999||Listing in S-DAX index|
|May 1999||Conversion to shares without par value|
|April 1999||Listing in SMAX (Small Cap Exchange)|
|April 1997||Capital increase|
|July 1996||Change-over from semi-official to consecutive official trading|
|May 1996||Preferred shares converted to common shares|
|May 1996||DM 50 par value share redenominated to DM 5 par value|
|March 1990||Capital increase and listing of common shares|
|December 1985||IPO preferred shares|
|Subscription ratio||Subscription |
price per share
|Number after capital increase||Subscribed capital|
|Capital increase 2016||€28.25||15,043,994||€53.4mn|
|On-market repurchase 2007||–||–||13,676,359||€48.5mn|
|Share repurchase 2007||–||–||14,403,864||€48.5mn|
|Share buyback 2006||–||–||15,153,864||€48.5mn|
|Share buyback f 2005||–||–||16,837,329||€48.5mn|
|Capital increase 2004||3:1||€11.00||18,666,667||€48.5mn|
|Capital increase 2000||6:1||€29.00||14,000,000||€36.4mn|
|Coversion to euros 2000||–||–||12,000,000||€31.2mn|
|Capital increase 1997||3:1||DM17.50||12,000,000||DM60.0mn|
|Capital increase 1990||2:1||DM150.00||900,000||DM45.0mn|
|Stock market listing 1985||–||DM140.00||600,000||DM30.0mn|