Authorisations of the Board of Directors
The General Meeting of 9 December 2022 authorised the Board of Directors to decide on rights issues or share issues without consideration as well as on the granting of option rights and other special rights under section 1 of chapter 10 of the Limited Liability Companies Act.
The number of shares or rights issued under the authorisation may be no more than 70,000,000 pieces. The authorisation applies to the issuance of new shares and rights as well as the renunciation of the company’s own shares. New shares and rights may be issued and the company’s own shares may be renounced by derogation from the shareholders’ pre-emptive subscription right due to a weighty financial reason, for example, the development of the company’s capital structure, arrangements related to an acquisition or other business development or the implementation of the company’s incentive schemes. It is proposed that the authorisation allows the Board of Directors to decide on all other terms related to the issuance of shares and special rights, including subscription price and the option to pay the subscription price, in whole or in part, with property other than money (property given as subscription in kind) or by using the subscriber’s outstanding accounts to set off the subscription price.
It is proposed that the authorisation shall remain valid until the Ordinary General Meeting held in 2023 but not beyond 30 June 2023. The authorisation does not annul previous authorisations to make decisions regarding the issuance of shares or option rights or other special rights entitling to shares.