Share Capital

Total number of outstanding shares as of 9 Dec  2014: 30,299,129
Number of outstanding warrants as of 9 Dec  2014
3,613,853

The free float, or percentage of shares not listed in the Company Register and not subject to a lockup agreement, is currently 98.2%.

History of Share Capital

Date Share Capital
Increase
New Shares
(in €)
Share Capital
Increase
Warrants
(in €)
Aggregate
Number of
Shares after
transaction
Aggregate
Share Capital
after transaction
(in €)
10-May-05 15.573.143 390.010 8.880.370 48.331.859
8-Jun-05   1.577.354 9.170.165 49.909.213
17-Oct-05 15.392.457   11.994.469 65.301.670
20-Oct-05 1.205.235   12.215.613 66.506.905
24-Oct-05 160.404   12.245.045 66.667.309
27-Oct-05 1.765.860   12.569.056 68.433.169
30-Nov-05 410.200 136.200 12.674.122 68.979.569
9-Jan-06 1.496.892   12.948.781 70.476.461
23-Mar-06   407.850 13.050.743 70.884.311
19-Sep-06 7.087.857   14.355.817 77.972.167
8-Dec-06 2.537.434   14.822.257 80.509.601
21-Dec-06 854.852 51.500 14.990.999 81.415.954
22-Dec-06 27.346.574   19.851.330 107.856.176
4-Apr-07   64.295 19.866.118 107.920.470
6-Apr-07 3.336.189   20.479.388 111.256.659
7-May-07 616.776   20.592.766 111.873.435
1-Jun-07   203.000 20.643.516 112.076.435
1-Jul-07 2.787.116   21.156.797 114.863.551
10-Dec-07   131.615 21.188.829 114.995.166
1-Apr-09   73.500 21.207.204 115.068.666
8-Jun-09   108.500 21.234.329 115.177.166
3-Sep-09   99.700 21.259.254 115.276.866
21-Oct-09 11.543.773   23.385.179 126.820.639
4-Dec-09   902.564 23.610.820 127.723.203
7-Apr-10   1.293.304 23.849.878 129.016.507
28-Jun-10   217.266 23.890.038 129.233.773
7-Sep-10   18.621 23.893.480 129.252.394
19-Oct-10 12.926.367   26.282.827 142.178.761
7-Dec-10   412.009 26.358.984 142.590.770
30-Mar-11   469.264 26.411.480 142.874.774
30-Jun-11   45.368 26.419.866 142.920.142
19-Dec-11     8.521 26.421.441 142.928.663
5-Apr-12    740.590 26.558.855 143.669.253
29-Jun-12    101.162 26.577.554 143.770.415
14-Sep-12    116.688 26.599.123 143.887.103
17-Dec-12    928.485 26.770.747 144.815.588
5-Apr-13    1.068.913 26.968.328 145.884.501
29-Apr-13  14.589.856   29.665.159 160.474.357
1-Jul-13   487.673 29.755.302   160.962.030
21-Oct-13    193.239 29.791.021 161.155.271
6-Dec-13    16.365  29.794.046  161.171.635
10-Apr-14    1.648.919  30.098.837  162.820.555 
4-Jul-14   981.953  30.280.344  163.802.508 
25-Sep-14    66.326  30.292.604  163.868.834 
9-Dec-2014   

 

35.300

 
30.299.199  163.904.135  

 

Last updated: 9 Dec 2014

Authorized Capital

Without prejudice to more restrictive rules set forth by law, the board of directors may increase the share capital of the company in one or several times with an amount up to € 35,647,692.61, i.e. twenty five per cent (25%) of the share capital existing at the moment of the convocation for the general meeting granting this authority.

Without prejudice to the previous paragraph and without prejudice to more restrictive rules set forth by law, the board of directors may increase the share capital of the company in one or several times with an amount up to € 142,590,770.44, i.e. one hundred per cent (100%) of the share capital existing at the moment of the convocation for the general meeting granting this authority, upon a unanimous resolution of the board of directors at which all directors are present or represented and relating to (i) the entire or partial financing of a transaction through the issue of new shares of the company, whereby “transaction” is defined as a merger or acquisition (in shares and/or cash), a corporate partnership, and an in-licensing deal, (ii) the issue of warrants in connection with company’s remuneration policy for its and its subsidiaries’ employees, directors and independent advisors, and (iii) the defense of the company against a hostile take-over bid, and (iv) strengthen the cash position of the company. The maximum amount with which the share capital can be increased in the framework of the authorized capital as mentioned in this paragraph, is to be reduced by the amount of any capital increase realized in the framework of the authorized capital as mentioned in the previous paragraph.

The capital increases within the framework of the authorized capital may be achieved by the issue of shares (with or without voting rights, and where appropriate in the context of a warrant plan for the company’s or its subsidiaries’ personnel, directors and/or independent advisors), convertible bonds and/or warrants exercisable by contributions in cash or in kind, with or without a share issue premium, and also by the conversion of reserves including share premiums. When increasing the share capital within the limits of the authorized capital, the board of directors may in the company’s interest restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made for the benefit of one or more specific persons other than the employees of the company or its subsidiaries. The board of directors can ask for a share issue premium when issuing new shares in the framework of the authorized capital. If the board of directors decides to do so, such share issue premium is to be booked on a non-available reserve account that can only be reduced or transferred by a decision of the general meeting adopted in the manner required for amending the articles of association.

The board of directors is expressly authorized during a period of three years as of the date of the general meeting which granted this authorization, i.e. 23 May 2011, to increase the company’s share capital within the context of the authorized capital by contributions in kind or in cash with restriction or cancellation of the shareholders’ preferential subscription rights, even after the Banking, Finance and Insurance Commission has notified the company of a public take-over offer for the company’s shares, provided that the relevant provisions of the code of companies are complied with including that the number of shares issued under such capital increase does not exceed one tenth of the shares representing the capital of the Company that is issued prior to such capital increase. The authorization referred to above may be renewed.

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