Number of shares: 6,715,019
Stock option plans total: 563,077 (see below for details)
Option scheme | Subscription price/share | Maximum amount of option rights | Subscription period |
2016B | EUR 18.00 | 900 shares | 1.7.2019-15.12.2024 |
2016C | EUR 23.00 | 556 shares | 1.7.2020-15.12.2025 |
2018A | EUR 5.00 | 27 shares | 1.7.2022-15.12.2027 |
2018B | EUR 1.00 | 27 shares | 1.7.2023-15.12.2028 |
| 2020A | EUR 2.00 | 141,737 shares | 1.7.2022-15.12.2027 |
| 2020B | EUR 7.00 | 206,011 shares | 1.7.2023-15.12.2028 |
| 2020C | EUR 4.87 | 213,819 shares | 1.7.2024-15.12.2029 |
Board of Directors authorizations outstanding total: 1,301,861 shares (see below extracts from AGM 2021 & AGM 2022 decisions; numbers and prices of shares adjusted according to the 2021 reverse split)
THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS AUTHORIZED THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUES OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES, PURSUANT TO CHAPTER 10 OF THE COMPANIES ACT, AS FOLLOWS:
The Board of Directors was authorised to decide on (i) the issuance of new shares and/or (ii) the transfer of the Company’s own shares and/or (iii) the issuance of special rights referred to in Chapter 10, Section 1 of the Companies Act with the following terms:
Right to shares:
New shares may be issued and the Company’s own shares transferred
• to the Company’s shareholders in proportion to their current shareholdings in the Company; or
• deviating from the shareholders’ pre-emptive right through one or more directed share issue, if the Company has a weighty financial reason to do so, such as the use of shares as consideration for possible acquisitions or other arrangements related to the company’s business (including the arrangement regarding the reducing of the quantity of the Company’s shares), financing of investments.
The new shares can also be issued to the Company itself free of charge. Share issue against payment and without payment: New shares may be issued and treasury shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Share issue without payment). A directed share issue can only be without payment if there is a particularly weighty financial reason for it from the Company’s point of view and taking into account the interests of all its shareholders.
The maximum number of shares:
Pursuant to the authorisation, the Board of Directors is entitled to decide on the issuance of new shares and/or the transfer of the Company’s own shares so that the total number of issued and/or transferred shares does not exceed 1,300,000, when the current number of the Company’s registered shares is 6 643 389.
Issuance of special rights:
The Board of Directors may issue special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle the holder to receive new shares or the Company’s own shares in against payment. The right may also be granted to the Company’s creditor in such a way that the right is subject to the condition that the creditor’s claim be used to set off the share subscription price (convertible bond).
The number of new shares to be subscribed to under the special rights granted by the Company and the number of treasury shares to be transferred held by the Company may not exceed a total of 1,300,000, which is included in the maximum number mentioned in the “Maximum number of shares” -section above. As the proposals regarding reverse split are approved the authorization shall be adjusted correspondingly.
Recording of the subscription price in the balance sheet:
The subscription price of the new shares and the amount to be paid for the Company’s own shares must be entered in the invested unrestricted equity fund.
Other terms and validity:
The Board of Directors decides on all other matters related to the authorisations.
The authorisations are valid for eighteen (18) months from the decision of the Annual General Meeting. The authorisation does not invalidate prior resolved and registered authorisations made by the General Meeting of Shareholders regarding share issue, issuing of option rights and other special rights entitling to shares.
THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS DECIDED ON THE EXTENSION OF THE AUTHORISATION GIVEN TO BOARD OF DIRECTORS AT THE ANNUAL GENERAL MEETING OF 2021 TO DECIDE ON ISSUANCE OF SHARES AS WELL AS ISSUANCE OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The current authorisation of the Board of Directors decided at last year’s Annual General Meeting was decided to be extended and the Board of Directors was authorised to decide on (i) the issuance of new shares and/or (ii) the transfer of the Company’s own shares and/or (iii) the issuance of special rights referred to in Chapter 10, Section 1 of the Companies Act with the following terms:
Right to shares:
New shares may be issued and the Company’s own shares transferred
• to the Company’s shareholders in proportion to their current shareholdings in the Company; or
• deviating from the shareholders’ pre-emptive right through one or more directed share issue, if the Company has a weighty financial reason to do so, such as the use of shares as consideration for possible acquisitions or other arrangements related to the company’s business, financing of investments.
The new shares can also be issued to the Company itself free of charge. Share issue against payment and without payment: New shares may be issued and treasury shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Share issue without payment). A directed share issue can only be without payment if there is a particularly weighty financial reason for it from the Company’s point of view and taking into account the interests of all its shareholders.
The maximum number of shares:
Pursuant to the authorisation, the Board of Directors is entitled to decide on the issuance of new shares and/or the transfer of the Company’s own shares so that the total number of issued and/or transferred shares does not exceed 1.300.000 shares, which corresponds to the number of remaining authorisations of the authorisation decided at the Annual General Meeting of 2021.
Issuance of special rights:
The Board of Directors may issue special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle the holder to receive new shares or the Company’s own shares in against payment. The right may also be granted to the Company’s creditor in such a way that the right is subject to the condition that the creditor’s claim be used to set off the share subscription price (convertible bond).
The number of new shares to be subscribed to under the special rights granted by the Company and the number of treasury shares to be transferred held by the Company may not exceed a total of 1.300.000, which is included in the maximum number mentioned in the “Maximum number of shares” -section above.
Recording of the subscription price in the balance sheet:
The subscription price of the new shares and the amount to be paid for the Company’s own shares must be entered in the invested unrestricted equity fund.
Other terms and validity:
The Board of Directors decides on all other matters related to the authorisations. The authorisations are valid until the next Annual General Meeting from the decision of this Annual General Meeting. The proposed authorisation does invalidate the authorisation resolved at the Annual General Meeting of 2021 in the amount corresponding to this resolution regarding share issue, issuing of option rights and other special rights entitling to shares but no other authorisations.
THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS AUTHORIZED THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AS WELL AS ISSUES OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES, PURSUANT TO CHAPTER 10 OF THE COMPANIES ACT, AS FOLLOWS:
The shares issued under the authorisation are new or those in the Company’s possession. Based on and within the limits of this authorisation, the Board of Directors can also decide on issuance(s) of option rights or other special rights set forth in Chapter 10 the Companies Act complementing or replacing issuance(s) of shares.
The new shares can also be issued to the Company itself free of charge. Share issue against payment and without payment: New shares may be issued, and treasury shares held by the Company may be transferred either against payment (Share issue against payment) or free of charge (Share issue without payment). A directed share issue can only be without payment if there is a particularly weighty financial reason for it from the Company’s point of view and taking into account the interests of all its shareholders.
Under the authorisation, a maximum of 55,000 shares may be issued, which corresponds to approximately 0,82% percent of all the shares in the Company after the share issue, provided that new shares are issued, considering all registered shares of the Company.
The shares, option rights and/or other special rights entitling to shares can be issued in one or more tranches.
The Board of Directors is authorised to resolve on all terms for the share issues and the terms for the granting of the option rights and other special rights entitling to shares. The Board of Directors is authorised to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders’ preemptive right, provided that there is a weighty financial reason for the Company to do so.
The authorisation is valid for five (5) years from the decision of the Annual General Meeting of Shareholders. The authorisation may be used for the implementation of the RSU plan for the members of the Board of Director’s and for the long-term incentive plans for the management and the personnel of the Company. The authorisation can also be used for incentive arrangements and payment of the Board fees.
Page last updated: 17 October 2022.