Composition of Issued Capital
The issued capital of the Company amounts to EUR 12,662,038 as of September 30, 2007 and is divided into 12,662,038 no par value shares with an imputed nominal value of EUR 1.00 per share. Each share entitles the holder to one vote. The shareholders exercise their voting right at the shareholders’ meeting as stipulated by the legal provisions and the articles of incorporation and bylaws. There are no restrictions relating to the voting rights or transfer of shares.
Authorized Capital
By resolution dated March 22, 2006, the shareholders’ meeting of the Company further authorized the Management Board to increase the issued capital of the Company in the period up until March 22, 2011, once or several times, subject to the approval of the Supervisory Board, in return for cash contributions or contributions in kind by up to a total of EUR 6,331,019.00 by issue of new registered shares with an imputed share in the issued capital of EUR 1.00 per share.
The Management Board is further authorized, subject to the approval of the Supervisory Board, to decide to exclude the statutory subscription rights of the shareholders. However, subscription rights can only be excluded
- to offset fractional amounts,
- if the issue price of the new share is not substantially below the stock exchange price and the shares issued under exclusion of the subscription right pursuant to Sec. 186 (3) AktG do not exceed a total of 10% of the issued capital,
- to issue shares to persons that are in an employment relationship with the Company or one of its affiliated entities, and
- to obtain contributions in kind, in particular in the form of equity investments, entities or parts of entities.
The Management Board was also authorized at the shareholders’ meeting to determine the further content of the share rights and the conditions of share issue with the approval of the Supervisory Board.
Conditional Capital
A resolution was passed at the shareholders’ meeting on January 19, 2006 to increase the issued capital of the Company conditionally by up to EUR 700,000.00 by the issue of new shares, namely by issuing up to 700,000 registered shares with an imputed share in issued capital of EUR 1.00 each. The conditional capital increase serves solely to grant up to 700,000 subscription rights (stock options) to members of the Management Board of the Company and to employees of the Company as well as to managing directors and employees of group entities pursuant to the authorization for the ‘stock option plan 2006’ passed at the shareholders’ meeting on January 19, 2006.
Share Buyback
On March 23, 2007, the shareholders’ meeting authorized the Management Board, with the approval of the Supervisory Board, to purchase MAGIX AG shares. This authorization is limited to the purchase of treasury shares with an imputed share in the capital stock of up to a total of EUR 1,266,203.00, which is equivalent to just under 10% of the capital stock as of September 30, 2006 amounting to EUR 12,662,038.00. Such authorization may be exercised in full or in part, at once or on more than one occasion. Such authorization is valid until August 31, 2008. The shares shall be purchased on the stock exchange by means of a public buyback offer.
On March 23, 2007, the shareholders’ meeting further authorized the Management Board, with the approval of the Supervisory Board, to resell the treasury shares in the Company on the stock exchange. The shares may further be used and redeemed for the stock option plan 2006 or as acquisition currency.
Shareholder Composition
As of September 30, 2007, the following shareholders held direct or indirect investments in the Company’s equity that exceeded 10% of the voting rights.
Appointment/Dismissal of Management Board Members
According to Art. 7 (1) of the articles of incorporation and bylaws, the Supervisory Board appoints the members of the Management Board and determines how many there will be. Further details relating to appointment and dismissal are governed by Secs. 84 et seq. AktG
According to Art. 12 (2) of the articles of incorporation and bylaws, the Supervisory Board is only authorized to make amendments and additions to the articles of incorporation and bylaws that relate to the wording of the same. Otherwise, the articles of incorporation and bylaws are, pursuant to Sec. 179 AktG, passed by the shareholders' meeting with a majority of at least three quarters of the capital stock represented at the passing of the resolution.
Regulations Relating to a Change in Control
The Company has not entered into any material agreements subject to a change in control as a result of a takeover bid. The Company has also not entered into compensation agreements with the members of the Management Board or employees in case of a takeover bid. The statutory provisions apply.