2013 Registration document and annual financial report - page 324

Registration Document 2013
322
Capital and ownership structure
6
Share capital
6.2.3. FINANCIAL AUTHORIZATIONS
Shareholders have granted the Board of Directors the following authorizations.
Type of authorization
Date
of authorization
Nominal
amount authorized
Term
and expiry date Utilization in 2013
Reduction of capital by canceling
treasury stock
Annual Meeting
of April 25, 2013
12
th
resolution
10% of the share capital
18 months
October 25,
2014
Issuance of shares and share
equivalents:
Annual Meeting
of April 25, 2013
13
th
to 17
th
resolutions
26 months
June 25, 2015
ƒƒ
with pre-emptive subscription rights
€340 million
ƒƒ
by public offering without
pre-emptive subscription rights
€34 million
with or without priority
subscription rights
ƒƒ
by restricted offering without
pre-emptive subscription rights
€34 million
ƒƒ
in connection
with a stock-for-stock offer
€34 million
ƒƒ
to increase the amount of any
issues that are oversubscribed
15% of the initial issue
(or according to legislation
prevailing on the issue
date)
ƒƒ
in payment for contributed assets
€34 million
Issuance of new shares by capitalizing
reserves, retained earnings or
additional paid-in capital
Annual Meeting
of April 25, 2013
18
th
resolution
€340 million
26 months
June 25, 2015
Blanket ceiling on the authorizations to
issue shares and/or other securities
Annual Meeting
of April 25, 2013
19
th
resolution
ƒƒ
with or without pre-emptive
subscription rights
(13
th
to 18
th
resolutions)
€340 million
ƒƒ
without pre-emptive subscription
rights (14
th
to 17
th
resolutions)
€34 million
Employee share issue
Annual Meeting
of April 25, 2013
20
th
resolution
2% of the share capital
at April 25, 2013
26 months
June 25, 2015
Stock option plans for employees and
executive directors
Annual Meeting
of April 25, 2013
21
st
resolution
2.5% of the share capital
at April 25, 2013
(blanket ceiling including
stock granted without
consideration by virtue
of the 22
nd
resolution)
38 months
June 25, 2016
40,000 performance
stock options granted
on September 26,
2013
Stock grants without consideration Annual Meeting
of May 30, 2011
0.5% of the share capital
at May 30, 2011
38 months
April 25, 2013
290,950 performance
shares granted
on April 15, 2013
25
th
resolution
Annual Meeting
of April 25, 2013
22
nd
resolution
2.5% of the share capital
at April 25, 2013
(blanket ceiling including
stock options granted
by virtue of the 21
st
resolution)
38 months
June 25, 2016
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