Share Capital

Total number of outstanding shares as of 29 April 2013: 29,665,159
Number of outstanding warrants as of 29 April 2013: 2,696,831

The free float, or percentage of shares not listed in the Company Register and not subject to a lockup agreement, is currently 94.5%.

History of Share Capital

Last updated: 29-Apr-2013

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.