The Management Board shall be authorised, with the consent of the Supervisory Board, to increase the share capital by up to EUR 21,600,000 once or several times through the issue of new, registered common shares against cash and/or non-cash contributions by May 2, 2022 (Authorised Capital, section 4 para. 2 of the statutes).
The Management Board may exclude shareholders’ subscription rights with the consent of the Supervisory Board in the following cases:
(i) to offset fractional amounts;
(ii) if the new shares are issued against a non-cash contribution, especially in conjunction with the acquisition of companies, operations or equity investments, in the context of mergers and/or for the purpose of acquiring other assets including rights and receivables; this authorisation applies only to the exclusion of subscription rights for shares that represent no more than 20 percent of the share capital (i.e. up to an amount of EUR 8,640,000.00);
(iii) if the new shares are issued against a cash contribution and the issue price per share is not materially lower than the market price of the listed shares entailing basically the same rights at the time of the issue of the shares. In this case, the subscription right may be excluded only if the total number of shares issued this way, together with the number of own shares sold ex rights during the term of this authorisation pursuant to section 186 para. 3 sentence 4 AktG and the number of shares that may arise from the exercise of option and/or conversion rights or the fulfilment of conversion obligations under bonds with warrants and/or convertible bonds and/or profit participation rights that are issued during the term of this authorisation in an ex-rights issue in accordance with section 186 para. 3 sentence 4 AktG, does not exceed 10 percent of the share capital at the time of the coming into effect of this authorisation or if this number is lower at the time this authorisation is exercised;
(iv) to the extent that this is required to grant the holders of option or conversion rights/obligations a subscription right to new shares in the amount to which they would be entitled after exercising their option or conversion rights or meeting their conversion obligation as a shareholder;
and only to the extent that the ex-rights shares issued against cash and/or non-cash contributions on the basis of this authorisation or as part of another ex-rights authorised capital measure do not exceed 20 percent of the share capital neither at the time this authorisation becomes effective nor at the time this authorisation is exercised. The following shares are counted towards the above 20 percent limit:
• own shares which are sold in an ex-rights sale while this authorisation is valid as well as
• new shares which are to be issued in an ex-rights issue due to conversion and/or option rights and/or profit participation rights while this authorisation is valid.