Authorizations for Capital Raisings
and Convertible Bond Issues
DAX® and German MDAX® Companies
(Based on 2015 Annual Meetings)
© 2016 Cleary Gottlieb Steen & Hamilton LLP. All rights reserved.
. Preface
®
®
This booklet presents a summary overview of authorizations for capital raisings and convertible bond issuances of all DAX and German MDAX companies
based on their 2015 annual general meetings.
The amount of any authorized capital reflected in this booklet takes into account any issuance of shares out of authorized capital entered into the commercial
register prior to December 2015. The amount of any convertible bond authorization and underlying conditional capital reflected in this booklet takes into
account the issuance of any convertible bonds based on such authorization prior to December 2015 and the amount of conditional capital underlying such
convertible bonds as more fully described in this booklet.
All information regarding the free float of the selected companies as of the last index rebalancing date in December 2015 was taken from a website of
Deutsche Börse AG (www.dax-indices.com) where such information can be found under “Downloads” → “Composition & Indicators” → “Composition DAX”
and “Composition MDAX”. Deutsche Börse AG regularly calculates the free float for index weighting purposes according to the definition set out in
Section 2.3 of the “Guide to the Equity Indices of Deutsche Börse” which is also available under www.dax-indices.com (“Downloads” → “Guides &
Factsheets”). Inclusion in the DAX® and MDAX® requires, among other things, a minimum free float of 10%.
We hope you will find this booklet useful.
We will be pleased to answer any queries you may have in connection with the information presented in this
booklet.
Frankfurt am Main, February 2016
Dr. Gabriele Apfelbacher
(gapfelbacher@cgsh.com)
Manuel Metzner
(mmetzner@cgsh.com)
The authors wish to thank Justus Kortleben for his valuable support in preparing this booklet.
© Cleary Gottlieb Steen & Hamilton LLP, 2016. All rights reserved.
Throughout this booklet, “Cleary Gottlieb” refers to Cleary Gottlieb Steen & Hamilton LLP and its affiliated entities in
certain jurisdictions, and the term “offices” includes offices of those affiliated entities. This booklet was prepared based on publicly available information from third party sources as a
service to clients and other friends of Cleary Gottlieb to provide a compilation of information that may be of interest to them. Cleary Gottlieb does not assume any responsibility for the
accuracy or completeness of the information presented in this booklet.
Also, the information presented is general, and should not be considered or relied on as legal advice.
. Table of Contents
DAX® Companies
adidas AG ...................................................................................................1
Allianz SE ...................................................................................................2
BASF SE ....................................................................................................4
Bayer Aktiengesellschaft ............................................................................5
Bayerische Motoren Werke Aktiengesellschaft ..........................................7
Beiersdorf Aktiengesellschaft .....................................................................8
COMMERZBANK Aktiengesellschaft .......................................................10
Continental Aktiengesellschaft .................................................................12
Daimler AG ...............................................................................................13
DEUTSCHE BANK AKTIENGESELLSCHAFT ........................................15
Deutsche Börse Aktiengesellschaft ..........................................................17
Deutsche Lufthansa Aktiengesellschaft ...................................................19
Deutsche Post AG ....................................................................................21
Deutsche Telekom AG .............................................................................23
E.ON SE ...................................................................................................24
Fresenius Medical Care AG & Co. KGaA .................................................25
Fresenius SE & Co. KGaA .......................................................................26
HeidelbergCement AG .............................................................................28
Henkel AG & Co. KGaA ...........................................................................29
Infineon Technologies AG ........................................................................30
K+S Aktiengesellschaft ............................................................................31
Linde Aktiengesellschaft...........................................................................33
MERCK Kommanditgesellschaft auf Aktien .............................................35
Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft
in München ............................................................................................37
RWE Aktiengesellschaft ...........................................................................39
SAP AG ....................................................................................................40
Siemens Aktiengesellschaft .....................................................................41
ThyssenKrupp AG ....................................................................................43
VOLKSWAGEN AKTIENGESELLSCHAFT .............................................45
Vonovia SE ...............................................................................................46
.
German MDAX® Companies
Aareal Bank AG ........................................................................................49
Aurubis AG ...............................................................................................51
Axel Springer SE ......................................................................................52
Bilfinger SE ...............................................................................................53
Brenntag AG .............................................................................................55
Covestro AG .............................................................................................57
CTS Eventim AG & Co. KGaA .................................................................58
Deutsche EuroShop AG ...........................................................................59
Deutsche Wohnen AG ..............................................................................61
Deutsche Pfandbriefbank AG ...................................................................63
DMG MORI SEIKI AKTIENGESELLSCHAFT ..........................................65
Dürr Aktiengesellschaft ............................................................................66
ElringKlinger AG .......................................................................................68
Evonik Industries AG ................................................................................69
Fielmann Aktiengesellschaft .....................................................................71
Fraport AG Frankfurt Airport Services Worldwide ....................................72
FUCHS PETROLUB SE ...........................................................................73
GEA Group Aktiengesellschaft .................................................................74
Gerresheimer AG .....................................................................................76
Hannover Rück SE ...................................................................................77
Hella KGaA Hueck & Co. .........................................................................78
HOCHTIEF Aktiengesellschaft .................................................................79
HUGO BOSS AG......................................................................................80
Jungheinrich Aktiengesellschaft ...............................................................81
KION GROUP AG ....................................................................................82
Klöckner & Co SE .....................................................................................84
KRONES Aktiengesellschaft ....................................................................86
KUKA Aktiengesellschaft..........................................................................87
Lanxess Aktiengesellschaft ......................................................................88
LEG Immobilien AG ..................................................................................90
LEONI AG ................................................................................................91
METRO AG ..............................................................................................92
MTU Aero Engines AG .............................................................................93
NORMA Group SE ...................................................................................94
OSRAM Licht AG .....................................................................................96
ProSiebenSat.1 Media AG .......................................................................97
Rheinmetall Aktiengesellschaft ................................................................98
RHÖN-KLINIKUM Aktiengesellschaft.....................................................100
Salzgitter Aktiengesellschaft ..................................................................101
STADA Arzneimittel Aktiengesellschaft..................................................103
STRÖER SE ...........................................................................................104
Südzucker Aktiengesellschaft Mannheim/Ochsenfurt ............................ 105
Symrise AG ............................................................................................106
TAG Immobilien AG ...............................................................................107
Talanx Aktiengesellschaft.......................................................................109
Wacker Chemie AG ................................................................................111
Wincor Nixdorf Aktiengesellschaft ..........................................................112
Zalando SE .............................................................................................114
.
®
DAX Companies
. Company
ISIN
WKN
adidas AG
DE000A1EWWW0
A1EWWW
Registered Share Capital
EUR 209,216,186
209,216,186 no par value shares
1 EUR notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2013/I
EUR 50,000,000
July 1, 2018
yes
cash
Authorized Capital 2013/III
EUR 20,000,000
July 1, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Authorized Capital 2015/I
EUR 25,000,000
June 2, 2018
yes, but can be excluded
in kind (possible: M&A transactions,
debt-equity swap)
Comments
aggregate amount (45.41%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 8, 2014)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 1,000,000,000
May 7, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different if mandatory
conversion)
upon maturity of the convertible bonds
(which includes maturity due to
termination) the company may deliver
shares of another publicly listed
company
Amount
EUR 12,500,000
Comments
amount (5.97%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
1
. Company
Allianz SE
DE0008404005
840400
Registered Share Capital
ISIN
WKN
EUR 1,169,920,000
457,000,000 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
99.40%
Type of Contribution
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2014/I
EUR 550,000,000
May 6, 2019
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10%
at market)
Authorized Capital 2014/II
EUR 13,720,000
May 6, 2019
yes, but can be excluded
Comments
aggregate amount (48.18%) is slightly below the statutory limit of 50% of registered share capital; Authorized Capital 2014/I:
aggregate amount of share issuances without subscription rights (incl. shares underlying convertible bonds, bonds with warrants or
profit participation rights issued without subscription rights) is limited to EUR 233,728,000; Authorized Capital 2014/II: share
issuances to company/group employees
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 7, 2014)
Convertible Bonds,
Bonds with Warrants or
Profit Participation Rights
Amount of Principal
Term
Subscription Rights
up to EUR 10,000,000,000
May 6, 2019
against cash
consideration: yes,
but can be excluded
in certain cases (in
particular up to 10%
at market)
against
contribution in
kind: yes, but
can be
excluded
cash
in kind (possible:
M&A transactions;
debt-equity swap)
cash
Type of Consideration
against
consideration
in kind: yes,
but can be
excluded
cash
in kind (possible:
M&A transactions;
debt-convertible
swap)
- continued on next page -
2
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 250,000,000
Comments
amount (21.37%) is below the statutory limit of 50% of registered share capital; bonds issued against
consideration in kind cannot be secured by this underlying conditional capital; upon conversion,
company will deliver treasury shares or shares issued under authorized capital; the conditional
capital is securing bonds issued under the authorization of May 7, 2014 (up to EUR 230,000,000)
and under the authorization of May 5, 2010 (EUR 20,000,000)
Conversion / Strike Price
3
Comments
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
(determination may be different in
case of mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights under this
authorization and bonds issued without
subscription rights under authorization
of May 5, 2010 (incl. shares issued
without subscription rights under
Authorized Capital 2014/I) is limited to
EUR 233,728,000
. Company
BASF SE
DE000BASF111
BASF11
Registered Share Capital
ISIN
WKN
EUR 1,175,652,728.32
918,478,694 no par value shares
EUR 1.28 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2014)
EUR 500,000,000
May 1, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (42.53%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be excluded
for M&A
purposes
in kind (possible:
M&A transactions;
debt-equity swap not
possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
4
. Company
Bayer Aktiengesellschaft
DE000BAY0017
BAY001
Registered Share Capital
ISIN
WKN
EUR 2,116,986,388.48
826,947,808 no par value shares
2.56 EUR notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital I (2014)
EUR 530,000,000
April 28, 2019
against cash
contribution: yes,
but can be
excluded in certain
cases (in particular
up to 10% at
market)
Authorized Capital II (2014)
EUR 211,698,560
April 28, 2019
yes, but can be excluded in certain
cases ( in particular up to 10% at
market)
Comments
aggregate amount (35.04%) is below the statutory limit of 50% of registered share capital; Authorized Capital I: share issuances
against contribution in kind are limited to EUR 423,397,120; aggregate amount of share issuances without subscription rights is
limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 29, 2014)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Type of Contribution
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A purposes
and scrip
dividend)
cash
in kind (possible:
M&A transactions,
debt-equity swap,
scrip dividend)
cash
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 6,000,000,000
April 28, 2019
yes, but can be excluded in certain
cases ( in particular up to 10% at
market)
cash
- continued on next page -
5
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 211,698,560
Comments
amount (10%) is below the statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
6
Comments
n/a
. Company
ISIN
WKN
Bayerische Motoren
Werke Aktiengesellschaft
DE0005190003 (ordinary shares; DAX)
DE0005190037 (preference shares)
519000 (ordinary shares; DAX)
519003 (preference shares)
Registered Share Capital
EUR 656,804,600
601,995,196 no par value ordinary shares
54,809,404 no par value preference shares
EUR 1 notional value per
ordinary/preference share
Free Float as of December 2015
ordinary shares: 53.30%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 4,450,383
May 14, 2019
no
cash
Comments
amount (0.68%) is below the statutory limit of 50% of registered share capital; authorization is limited to issuances of preference
shares to company/group employees
Authorization to Issue
Convertible Bonds
and Similar Instruments
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
7
. Company
Beiersdorf Aktiengesellschaft
DE0005200000
520000
Registered Share Capital
ISIN
WKN
EUR 252,000,000
252,000,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
39.32%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
EUR 42,000,000
March 30, 2020
yes, but can be excluded in certain
cases
cash
EUR 25,000,000
March 30, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Authorized Capital III (2015)
EUR 25,000,000
March 30, 2020
against cash
contribution:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
aggregate amount (36.51%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances
without subscription rights is limited to 20% of registered share capital
Authorized Capital I (2015)
Authorized Capital II (2015)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of March 31, 2015)
Convertible Bonds or
Bonds with Warrants
against
contribution in
kind: yes, but can
be excluded for
M&A purposes
in kind (possible:
M&A transactions;
debt-equity swap
not possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 1,000,000,000
March 30, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
8
. Basic Terms
Mandatory Feature
Term of
Securities
yes
max. 20 years
Comments
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
Conditional Capital underlying
Authorization
Conversion / Strike Price
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
other authorizations) is limited to 20%
of registered share capital
Amount
EUR 42,000,000
Comments
amount (16.67%) is below the statutory limit of 50% of registered share capital
9
. Company
ISIN
WKN
COMMERZBANK Aktiengesellschaft
DE000CBK1001
CBK100
Registered Share Capital
EUR 1,252,357,634
1,252,357,634 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
84.40%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015/I
EUR 569,253,470
April 29, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (45.45%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 30, 2015)
Convertible Bonds,
Bonds with Warrants or
Profit Participation Rights
against
contribution in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions,
debt-equity swap,
scrip dividend)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR
13,600,000,000
April 29, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
against
consideration in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions,
debt-convertible
swap)
- continued on next page -
10
. Basic Terms
Mandatory Feature
Term of
Securities
yes
no max. term
Comments
at least 50% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination can be different in
case of mandatory conversion)
Conditional Capital underlying
Authorization
Conversion / Strike Price
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
other authorizations) is limited to 20%
of registered share capital; for shares
issued to board members/employees
limit in total: 5%
Amount
EUR 569,253,470
Comments
amount (45.45%) is below the statutory limit of 50% of registered share capital
11
. Company
Continental Aktiengesellschaft
DE0005439004
543900
Registered Share Capital
ISIN
WKN
EUR 512,015,316.48
200,005,983 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
54.00%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
n/a
n/a
n/a
n/a
n/a
Comments
n/a
Amount of Principal
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
n/a
n/a
Amount
n/a
Comments
n/a
Authorization to Issue
Convertible Bonds
and Similar Instruments
n/a
Basic Terms
Conditional Capital underlying
Authorizations
12
n/a
n/a
. Company
ISIN
WKN
Daimler AG
DE0007100000
710000
Registered Share Capital
EUR 3,069,671,971.76
1,069,837,447 no par value shares
EUR 2.87 notional value per share
Free Float as of December 2015
93.16%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 1,000,000,000
April 8, 2019
against cash
contribution:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (32.58%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights is limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 1, 2015)
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
in kind (possible:
M&A purposes,
debt-equity swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 10,000,000,000
March 31,
2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Convertible Bonds or
Bonds with Warrants
against
consideration in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A purposes,
debt-convertible
swap)
- continued on next page -
13
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
max. 10 years
Amount
EUR 500,000,000
Comments
amount (16.29%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conversion / Strike Price
14
Comments
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
other authorizations) is limited to 10%
of registered share capital
. Company
DEUTSCHE BANK AKTIENGESELLSCHAFT
DE0005140008
514000
Registered Share Capital
ISIN
WKN
EUR 3,530,939,215.36
1,379,273,131 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015/I
EUR 352,000,000
April 30, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Authorized Capital 2015/II
EUR 1,408,000,000
April 30, 2020
yes, but can be excluded in certain
cases
cash
Comments
aggregate amount (49.85%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
Amount of Principal
Term
Subscription Rights
Type of Consideration
Convertible Bonds,
Bonds with Warrants or
Profit Participation Rights
(Authorization I of May 31,
2012)
up to EUR 9,000,000,000
April 30, 2017
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Profit Participation Rights
(with Warrants or conversion
feature), Hybrid Bonds or
Bonds with Warrants or
Convertible Bonds
(Authorization II of May 22,
2014)
up to EUR 12,000,000,000
April 30, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
15
. Basic Terms
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
Authorization I (2012)
yes
max. 20 years or
indefinite term
(for convertible
bonds or bonds
with Warrants)
at least 50% of reference price
determined prior to issuance of bonds
/ during subscription period
n/a
Authorization II (2014)
yes
max. 20 years or
indefinite term
(for convertible
bonds or bonds
with warrants)
at least 50% of reference price
determined prior to issuance of bonds
/ during subscription period
profit participation rights and hybrid
bonds must be in line with the
requirements of European banking
legislation for additional tier 1 capital
Amount
Authorization I (2012): EUR 230,400,000; Authorization II (2014): EUR 256,000,000
Comments
aggregate amount (13.78%) is below the statutory limit of 50% of registered share capital
Conditional Capital underlying
Authorization
16
. Company
ISIN
WKN
Deutsche Börse Aktiengesellschaft
DE0005810055
581005
Registered Share Capital
EUR 193,000,000
193,000,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
95.36%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital I (2011)
EUR 5,200,000
May 11, 2016
against cash
contribution:
yes, but can be
excluded in
certain cases
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Authorized Capital II (2015)
EUR 19,300,000
May 12, 2020
against cash
contribution:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Authorized Capital III (2015)
EUR 38,600,000
May 12, 2020
yes
Authorized Capital IV (2012)
EUR 6,000,000
May 15, 2017
against cash
contribution:
yes, but can be
excluded in
certain cases
Comments
aggregate amount (35.80%) is below the statutory limit of 50% of registered share capital; Authorized Capital IV: share issuances
without subscription rights to company/group employees, management, and executive board members are limited to 900,000 shares
per financial year
cash
against
contribution in
kind: yes, but can
be excluded
cash
in kind
- continued on next page -
17
. Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 15, 2014)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 2,500,000,000
May 14, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
any other authorization) is limited to
20% of registered share capital
Amount
EUR 19,300,000
Comments
amount (10.00%) is below the statutory limit of 50% of registered share capital
18
. Company
Deutsche Lufthansa Aktiengesellschaft
DE0008232125
823212
Registered Share Capital
ISIN
WKN
EUR 1,189,219,200
464,538,750 no par value shares
2.56 EUR notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital A (2015)
EUR 561,160,092
April 28, 2020
against cash contribution:
yes, but can be excluded
in certain cases (in
particular up to 10% at
market)
Authorized Capital B (2014)
EUR 20,132,800
April 28, 2019
no
Comments
aggregate amount (48,88%) is below the statutory limit of 50% of registered share capital; Authorized Capital A: aggregate amount of
share issuances without subscription rights (incl. shares underlying convertible bonds or bonds with warrants issued without
subscription rights under authorization below) is limited to 20% of registered share capital; Authorized Capital B: limited to issuances
of shares to company/group employees; special rules apply in respect of certain ownership thresholds under the Act to Safeguard
Evidence of Ownership and Control of Airlines (LuftNaSiG)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 3, 2011)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
Term
May 2, 2016
against cash
consideration: yes, but
can be excluded in
certain cases (in
particular up to 10% at
market)
cash
in kind (possible:
M&A transactions,
debt-equity swap,
scrip dividend)
cash
Subscription Rights
up to EUR 1,500,000,000
Type of Contribution
against
contribution
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes
and scrip
dividend)
Type of Consideration
against
consideration
in kind: yes,
but can be
excluded for
M&A
purposes
cash
in kind (possible:
M&A transactions;
debt-convertible swap
not possible)
- continued on next page -
19
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Conversion / Strike Price
Comments
at least 80% of reference price determined
prior to issuance of bonds / during
subscription period
n/a
Amount
EUR 234,464,035.80
Comments
amount (19.72%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital; bonds issued against consideration in kind cannot be
secured by underlying conditional capital; upon conversion, company will deliver treasury shares
20
. Company
Deutsche Post AG
DE0005552004
555200
Registered Share Capital
ISIN
WKN
EUR 1,212,753,687
1,212,753,687 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
79.04%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2013
EUR 236,267,019
May 28, 2018
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10%
at market)
Comments
amount (19.48%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights (incl. shares underlying convertible bonds or bonds with warrants issued without subscription rights under
authorization below) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 29, 2013)
Convertible Bonds,
Bonds with Warrants,
Profit-linked Bonds or Profit
Participation Rights
Amount of Principal
Term
Subscription Rights
up to EUR 1,500,000,000
May 28, 2018
against cash
consideration: yes,
but can be excluded
in certain cases (in
particular up to 10%
at market)
Type of Contribution
against
contribution in
kind: yes, but can
be excluded (in
particular for M&A
purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Type of Consideration
against
consideration in
kind: yes, but can
be excluded (in
particular for M&A
purposes)
cash
in kind (possible:
M&A transactions,
debt-convertible
swap)
- continued on next page –
21
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 75,000,000
Comments
amount (6.19%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 50% of reference price determined
prior to issuance of bonds / during
subscription period
22
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds
issued without subscription rights
(incl. shares issued without
subscription rights under Authorized
Capital 2013) is limited to 20% of
registered share capital
. Company
ISIN
WKN
Deutsche Telekom AG
DE0005557508
555750
Registered Share Capital
EUR 11,793,028,787.20
4,606,651,870 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
68.79%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2013
EUR 1,777,979,476.48
May 15, 2018
against cash
contribution: yes,
but can be
excluded in
certain cases
cash
Comments
amount (15.08%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 15, 2014)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible: M&A
transactions, debt-equity
swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 6,500,000,000
May 14, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
Authorized Capital 2013) is limited to
20% of registered share capital
Amount
EUR 1,100,000,000
Comments
amount (9.38%) is below the statutory limit of 50% of registered share capital
23
. Company
E.ON SE
DE000ENAG999
ENAG99
Registered Share Capital
ISIN
WKN
EUR 2,001,000,000
2,001,000,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
97.57%
Type of Contribution
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2012
EUR 460,000,000
May 2, 2017
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10% at
market)
Comments
amount (22.99%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights (incl. those underlying convertible bonds or bonds with warrants issued without subscription rights under
authorization below) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 3, 2012)
against
contribution
in kind: yes,
but can be
excluded
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 5,000,000,000
May 2, 2017
yes, but can be excluded in certain
cases (in particular up to 10% at market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of bonds
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
Authorized Capital 2012) is limited to
20% of registered share capital
Amount
EUR 175,000,000
Comments
amount (8.75%) is below the statutory limit of 50% of registered share capital
24
.
Company
Fresenius Medical Care AG & Co. KGaA
DE0005785802 (ordinary shares; DAX)
578580 (ordinary shares; DAX)
Registered Share Capital
ISIN
WKN
EUR 311,104,251
311,104,251 no par value ordinary shares
EUR 1 notional value per
ordinary share
Free Float as of December 2015
67.37%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015/I
EUR 35,000,000
May 18, 2020
yes
Authorized Capital 2015/II
EUR 25,000,000
May 18, 2020
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10%
at market)
Comments
aggregate amount (19.29%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances
without subscription rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
cash
against contribution
in kind: yes, but can
be excluded (in
particular for M&A
purposes)
cash
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
25
. Company
Fresenius SE & Co. KGaA
DE0005785604 (ordinary shares)
578560 (ordinary shares)
Registered Share Capital
ISIN
EUR 541,532,600
541,532,600 no par value ordinary
shares
EUR 1 notional value per ordinary share
Free Float as of December 2015
74.92%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital I (2014)
EUR 120,960,000
May 15, 2019
against cash
contribution: yes,
but can be
excluded in certain
cases (in particular
up to 10% at
market)
Comments
amount (22.38%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 16, 2014)
Convertible Bonds or
Bonds with Warrants
WKN
against
contribution
in kind:
yes, but
can be
excluded
for M&A
purposes
cash
in kind (possible:
M&A transactions;
debt-equity swap
not possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to 2,500,000,000
May 15, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
26
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 48,971,202 (Conditional Capital III)
Comments
amount (9.04%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of
bonds
27
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital above) is limited to
20% of registered share capital
. Company
HeidelbergCement AG
DE0006047004
604700
Registered Share Capital
ISIN
WKN
EUR 563,749,431
187,916,477 no par value shares
EUR 3 notional value per share
Free Float as of December 2015
74.09%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital I (2015)
EUR 225,000,000
May 6, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Authorized Capital II (2015)
EUR 56,374,941
May 6, 2020
yes, but can be excluded (in particular
for M&A purposes)
in kind (possible: M&A transactions;
debt-equity swap might be possible)
Comments
aggregate amount (49.91%) is slightly below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 8, 2013)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 3,000,000,000
May 7, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participations Rights or
Profit-linked Bonds
Amount of Principal
no max. term
80% of reference price determined
prior to issuance of bonds / during
subscription period (determination
different in case of mandatory
conversion)
n/a
Amount
EUR 168,000,000
Comments
amount (29.80%) is below the statutory limit of 50% of registered share capital
28
. Company
ISIN
WKN
Henkel AG & Co. KGaA
DE0006048408 (ordinary shares)
DE0006048432 (preference shares; DAX)
604840 (ordinary shares)
604843 (preference shares; DAX)
Registered Share Capital
EUR 437,958,750
259,795,875 no par value ordinary shares
178,162,875 no par value preference shares
EUR 1 notional value per
ordinary/preference share
Free Float as of December 2015
preference shares: 97.93%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 43,795,875
April 12, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (10.00%) is below the statutory limit of 50% of registered share capital; authorization is limited to issuances of preference
shares; share issuances against contribution in kind are limited to 10% of the registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible
M&A
transactions,
debt-equity swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
29
. Company
Infineon Technologies AG
DE0006231004
623100
Registered Share Capital
ISIN
WKN
EUR 2,258,542,962
1,129,271,481 no par value shares
EUR 2 notional value per share
Free Float as of December 2015
99.47%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015/I
EUR 676,000,000
February 11, 2020
against cash
contribution:
yes, but can
be excluded
in certain
cases (in
particular up
to 10% at
market)
cash
Comments
amount (29.93%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of February 13, 2014)
against contribution
in kind: yes, but can
be excluded
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
Convertible Bonds or
Bonds with Warrants
up to EUR 2,000,000,000
February 12, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Basic Terms
Mandatory Feature
Term of Securities
Conversion / Strike Price
Comments
yes
no max. term
at least 90% of reference price
determined prior to issuance of
bonds / during subscription period
n/a
Amount
EUR 260,000,000
Comments
amount (11.51%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conditional Capital underlying
Authorization
30
. Company
ISIN
WKN
K+S Aktiengesellschaft
DE000KSAG888
KSAG88
Registered Share Capital
EUR 191,400,000
191,400,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
100.00%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2015/I
EUR 19,140,000
May 11, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (10.00%) is below the statutory limit of 50% of registered share capital; amount of share issuances without subscription
rights against contribution in kind is limited to EUR 19,140,000; aggregate amount of share issuances without subscription rights is
limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 12, 2015)
Convertible Bonds or
Bonds with Warrants
Amount of Principal
Term
Subscription Rights
up to EUR 750,000,000
May 11, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
Type of Contribution
against
contribution in
kind: yes, but
can be excluded
for M&A
purposes and
scrip dividend
cash
in kind (possible:
M&A transactions,
scrip dividend;
debt-equity swap
not possible)
Type of Consideration
against
consideration in
kind: yes, but can
be excluded for
M&A purposes
cash
in kind (possible:
M&A
transactions;
debt-convertible
swap not
possible)
- continued on next page -
31
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
n/a
Conversion / Strike Price
Comments
80% of reference price determined prior
to issuance of bonds / during
subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights is limited to
10% of registered share capital
Amount
EUR 19,140,000
Comments
amount (10.00%) is below the statutory limit of 50% of registered share capital
32
. Company
ISIN
WKN
Linde Aktiengesellschaft
DE0006483001
648300
Registered Share Capital
EUR 475,476,940.80
185,733,180 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
93.38%
Authorized Capital
Type of Contribution
Amount
Term
Subscription Rights
Authorized Capital I (2013)
EUR 47,000,000
May 28, 2018
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10% at
market)
against
contribution
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Authorized Capital II (2012)
EUR 37,119,265.28
May 3, 2017
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10% at
market)
against
contribution
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Comments
aggregate amount (17.69%) is below the statutory limit of 50% of registered share capital; Authorized Capital I: share issuances
without subscription rights to company/group employees are limited to EUR 3,500,000
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 29, 2013)
Convertible Bonds or
Bonds with Warrants
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 3,500,000,000
May 28, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
33
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Conversion / Strike Price
Comments
at least 80% of reference price
determined prior to issuance of bonds /
during subscription period
n/a
Amount
EUR 47,000,000
Comments
amount (9.89%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
34
. Company
ISIN
WKN
MERCK Kommanditgesellschaft auf Aktien
DE0006599905
659990
Registered Share Capital
EUR 168,014,927.60
129,242,252 no par value shares
EUR 1.30 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2013)
EUR 56,521,124.19
April 26, 2018
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (33.64%) is below the statutory limit of 50% of registered share capital; proposal to amend Authorized Capital (2013) to
reflect exclusion of subscription rights with respect to shares issued against contribution in kind failed at annual general meeting in
2014 (majority requirements not met)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 9, 2014)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
against
contribution in
kind: yes
in kind (possible:
M&A transactions,
debt-equity swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 2,000,000,000
May 8, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
35
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 16,801,491.20
Comments
amount (10%) is below the statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
36
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital) is limited to 20% of
registered share capital
. Company
ISIN
WKN
Registered Share Capital
Münchener Rückversicherungs-Gesellschaft
Aktiengesellschaft in München
DE0008430026
843002
EUR 587,725,396.48
166,843,961 no par value shares
EUR 3.52 notional value per share
Free Float as of December 2015
87.98%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 10,000,000
April 22, 2020
no
cash
Authorized Capital 2013
EUR 280,000,000
April 24, 2018
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
Comments
aggregate amount (49.34%) is slightly below the statutory limit of 50% of registered share capital; Authorized Capital 2013:
aggregate amount of share issuances without subscription rights is limited to 20% of registered share capital; Authorized Capital
2015: authorization is limited to share issuances to company/group employees
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 23, 2015)
Convertible Bonds, Bonds
with Warrants, Profit
Participation Rights or Profitlinked Bonds
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 3,000,000,000
April 22, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
against
consideration
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes)
in kind (possible:
M&A transactions;
debt-convertible
swap might be
possible)
- continued on next page –
37
. Basic Terms
Term of Securities
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
at least 50% of reference price
determined prior to issuance of
bonds/ during subscription period
(determination different in case of
mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
former Authorized Capital 2013) is
limited to 20% of registered share
capital
Amount
EUR 117,000,000
Comments
amount (19.91%) is below the statutory limit of 50% of registered share capital
38
. Company
ISIN
WKN
RWE Aktiengesellschaft
DE0007037129 (ordinary shares; DAX)
DE0007037145 (preference shares)
703712 (ordinary shares; DAX)
703714 (preference shares)
Registered Share Capital
EUR 1,573,748,477.44
575,745,499 no par value ordinary shares
39,000,000 no par value preference shares
EUR 2.56 notional value per
ordinary/preference share
Free Float as of December 2015
ordinary shares: 83.85%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2014)
EUR 314,749,693.44
April 15, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
Amount (20%) is below the statutory limit of 50% of registered share capital; limited to issuances of ordinary shares; aggregate
amount of share issuances without subscription rights (including shares out of conditional capital underlying convertible bonds or
bonds with warrants issued without subscription rights) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be excluded
for M&A
purposes
in kind (possible:
M&A transactions;
debt-equity swap
not possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
39
. Company
SAP SE
DE0007164600
716460
Registered Share Capital
ISIN
WKN
EUR 1,228,504,232
1,228,504,232 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
76.14%
Authorized Capital
Type of Contribution
Amount
Term
Subscription Rights
Authorized Capital I (2015)
EUR 250,000,000
May 19, 2020
yes
Authorized Capital II (2015)
EUR 250,000,000
May 19, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
aggregate amount (40.70%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances
without subscription rights (including shares out of conditional capital underlying convertible bonds or bonds with warrants issued
without subscription rights) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 25, 2011)
cash
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes
and scrip
dividend)
cash
in kind (possible:
M&A transactions,
scrip dividend;
debt-equity swap
might be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 7,500,000,000
May 24, 2016
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
no
Convertible Bonds or
Bonds with Warrants
Amount of Principal
max. 30 years
at least 80% of reference price
determined prior to issuance of bonds /
during subscription period
n/a
Amount
EUR 100,000,000
Comments
amount (8.14%) is below the statutory limit of 50% of registered share capital
40
. Company
Siemens Aktiengesellschaft
DE0007236101
723610
Registered Share Capital
ISIN
WKN
EUR 2,643,000,000
881,000,000 no par value shares
EUR 3 notional value per share
Free Float as of December 2015
88.09%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 528,600,000
January 27, 2019
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Authorized Capital 2011
EUR 90,000,000
January 24, 2016
no
Comments
aggregate amount (23.41%) is below the statutory limit of 50% of registered share capital; Authorized Capital 2014: aggregate
amount of share issuances without subscription rights (including shares out of conditional capital underlying convertible bonds or
bonds with warrants issued without subscription rights) is limited to 20% of registered share capital; Authorized Capital 2011: limited
to share issuances to company/group employees
Authorization to Issue
Convertible Bonds
and Similar Instruments
Convertible Bonds or
Bonds with Warrants
(Authorization of
January 27, 2015)
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A
purposes)
in kind (possible:
M&A transactions,
debt-equity swap)
cash
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 15,000,000,000
January 26, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
against
consideration
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes)
in kind (possible:
M&A transactions,
debt-convertible
swap)
- continued on next page -
41
. Convertible Bonds or
Bonds with Warrants
(Authorization of
January 28, 2014)
up to EUR 15,000,000,000
January 27, 2019
Mandatory Feature
Term of
Securities
Authorization 2015
yes
Authorization 2014
Basic Terms
Conditional Capital underlying
Authorization
against cash
consideration:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
against
consideration in
kind: yes, but
can be
excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A purposes,
debt-convertible
swap)
Conversion / Strike Price
Comments
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
(determination different in case of
mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
other authorizations) is limited to 20%
of registered share capital
yes
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
(determination different in case of
mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl.
shares
issued without subscription rights under
other authorizations) is limited to 20%
of registered share capital
Amount
Authorization 2015: EUR 240,000,000; Authorization 2014: EUR 240,000,000
Comments
aggregate amount (18.16%) together with other conditional capital outstanding has to be applied
towards the statutory limit of 50% of registered share capital
42
. Company
ThyssenKrupp AG
DE0007500001
750000
Registered Share Capital
ISIN
WKN
EUR 1,448,801,144.32
565,937,947 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
76.97%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 370,000,000
January 16, 2019
against cash
contribution:
yes, but can
be excluded
in certain
cases (in
particular up
to 10% at
market)
cash
Comments
amount (25.54%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights (including treasury shares sold without subscription rights and shares out of conditional capital underlying
convertible bonds or bonds with warrants issued without subscription rights) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of January 17, 2014)
Convertible Bonds
against
contribution in
kind: yes, but
can be excluded
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 2,000,000,000
January 16, 2019
yes, but can be excluded in certain
cases ( in particular up to 10% at
market)
cash
- continued on next page -
43
. Basic Terms
Term of Securities
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
(determination different in case of
mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (including
treasury shares sold without
subscription rights and shares issued
without subscription rights out of
authorized capital) is limited to 20% of
registered share capital
Amount
EUR 250,000,000
Comments
amount (17.26%) is below the statutory limit of 50% of registered share capital
44
. Company
ISIN
WKN
VOLKSWAGEN
AKTIENGESELLSCHAFT
DE0007664005 (ordinary shares)
DE0007664039 (preference shares, DAX)
766400 (ordinary shares)
766403 (preference shares, DAX)
Registered Share Capital
EUR 1,217,872,117.76
295,089,818 no par value ordinary shares
180,641,478 no par value preference shares
EUR 2.56 notional value per
ordinary/preference share
Free Float as of December 2015
preference shares: 87.15%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2015)
EUR 179,200,000
May 4, 2020
yes
cash
Authorized Capital (2012)
EUR 83,193,715.20
April 18, 2017
against cash
contribution:
yes, but can
be excluded
in certain
cases (in
particular up
to 10% at
market)
Comments
aggregate amount (21.55%) is below the statutory limit of 50% of registered share capital; Authorized Capital (2015) is limited to
issuance of preference shares; out of Authorized Capital (2012) ordinary and/or preference shares can be issued
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution
in kind:
yes, but
can be
excluded
cash
in kind (possible: M&A
transactions; debtequity swap might be
possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
45
. Company
Vonovia SE
DE000A1ML7J1
A1ML7J
Registered Share Capital
ISIN
WKN
EUR 466,000,624*
466,000,624 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2013
EUR 1,900,790
June 29, 2018
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Authorized Capital 2015/I
EUR 63,257,928
April 29, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Authorized Capital 2015/II
EUR 12,266,064
November 30,
2016
against cash
contribution: yes,
but can be
excluded
against
contribution in
kind: yes, but
can be excluded
cash
in kind
Comments
aggregate amount (16.61%) is below the statutory limit of 50% of registered share capital; Authorized Capital 2015/I: aggregate
amount of share issuances without subscription rights is limited to 20% of registered share capita; Authorized Capital 2015/II: share
issuances to shareholders of Deutsche Wohnen AG
* On the extraordinary shareholder meeting in November 2015 two capital increases (amount up to EUR 245,194,002 and up to EUR 12,266,064) were resolved, but
have not been registered in the commercial register.
- continued on next page -
46
. Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 30, 2015)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 5,311,000,000
April 29, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Mandatory Feature
Term of
Securities
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
no max. term
Amount
EUR 177,053,114
Comments
amount (37.99%) is below the statutory limit of 50% of registered share capital
against
consideration in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions;
debt-convertible
swap might be
possible)
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
47
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
other authorizations) is limited to 20%
of registered share capital
. ®
German MDAX Companies
48
. Company
Aareal Bank AG
DE0005408116
540811
Registered Share Capital
ISIN
WKN
EUR 179,571,663
59,857,221 no par value shares
3 EUR notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2012
EUR 89,785,830
May 22, 2017
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10%
at market)
Comments
amount corresponds to 50% of registered share capital (statutory limit); share issuances to company/group employees are limited to
EUR 4,000,000
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 21, 2014)
Profit Participation Rights
(with warrants or conversion
feature)
Amount of Principal
Term
Subscription Rights
up to EUR 1,000,000,000
May 20, 2019
against cash
consideration: yes,
but can be excluded
in certain cases (in
particular up to 10%
at market)
Type of Contribution
against
contribution
in kind: yes,
but can be
excluded
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Type of Consideration
against
consideration
in kind: yes,
but can be
excluded in
case of profit
participation
rights without
conversion
rights (in
particular for
M&A
purposes)
cash
in kind (possible:
M&A transactions;
debt-profit
participation right
swap might be
possible)
- continued on next page -
49
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 89,785,830
Comments
amount corresponds to 50% of registered share capital (statutory limit)
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
50
Comments
Profit Participation rights must be in line
with the requirements of European
banking legislation for additional tier 1
capital; aggregate amount of shares
from underlying conditional capital to be
issued in connection with profit
participation rights with warrants or
conversion feature without subscription
rights (incl. shares issued without
subscription rights under Authorized
Capital 2012) is limited to 20% of
registered share capital
. Company
Aurubis AG
DE0006766504
676650
Registered Share Capital
ISIN
WKN
EUR 115,089,210.88
44,956,723 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
75.00%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2011
EUR 57,544,604.16
March 2, 2016
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights in cases of contribution in kind is limited to EUR 38,046,026.24
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of March 1, 2012)
against
contribution in
kind: yes, but
can be
excluded
in kind (possible:
M&A transactions,
debt-equity swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
up to EUR 700,000,000
February 28, 2017
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Basic Terms
Mandatory Feature
Term of Securities
Conversion / Strike Price
Comments
yes
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
(determination different in case of
mandatory conversion)
n/a
Amount
EUR 52,313,277.44
Comments
amount (45.45%) is below the statutory limit of 50% of registered share capital
Conditional Capital underlying
Authorization
51
. Company
Axel Springer SE
DE0005501357
550135
Registered Share Capital
ISIN
WKN
EUR 107,895,311
107,895,311 no par value share
EUR 1 notional value per share
Free Float as of December 2015
40.89%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
2,044,689
April 13, 2020
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount (1.90%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A purposes)
in kind (possible:
M&A transactions,
debt-equity swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
52
. Company
Bilfinger SE
DE0005909006
590900
Registered Share Capital
ISIN
WKN
EUR 138,072,381
46,024,127 no par value shares
EUR 3 notional value per share
Free Float as of December 2015
70.39%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 69,000,000
May 7, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (49.97%) is slightly below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights is limited to 20% of registered share capital (incl. shares underlying convertible bonds or bonds with warrants
issued without subscription rights under authorization below and treasury shares sold without subscription rights)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 18, 2013)
Convertible Bonds or
Bonds with Warrants
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions,
debt-equity swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 500,000,000
April 17, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
53
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
max. 15 years
Amount
EUR 13,807,236
Comments
amount (10.00%) is below the statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 100% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
54
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
Authorized Capital and treasury shares
sold without subscription rights) is
limited to 20% of registered share
capital
. Company
Brenntag AG
DE000A1DAHH0
A1DAHH
Registered Share Capital
ISIN
WKN
EUR 154,500,000
154,500,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 77,250,000
June 16, 2019
against cash
contribution:
yes, but can
be excluded
in certain
cases (in
particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights is limited to 20% of registered share capital (incl. shares underlying convertible bonds or bonds with warrants issued without
subscription rights under authorization below)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 17, 2014)
Convertible Bonds or
Bonds with Warrants or Profit
Participation Rights
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 2,000,000,000
June 16, 2019
against cash
consideration:
yes, but can
be excluded
in certain
cases (in
particular up
to 10% at
market)
cash
against
consideration in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-convertible
swap might be
possible)
- continued on next page -
55
. Basic Terms
Term of Securities
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
Authorized Capital 2014 or any other
authorization) is limited to 20% of
registered share capital
Amount
EUR 25,750,000
Comments
amount (16.67%) is below the statutory limit of 50% of registered share capital
56
. Company
Covestro AG
DE0006062144
606214
Registered Share Capital
ISIN
WKN
EUR 202,500,000
202,500,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
n/a
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 101,250,000
October 2, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of September 1, 2015)
against
contribution in
kind: yes, but
can be excluded
(including for
purpose of scrip
dividend)
in kind (possible:
M&A transactions,
debt-equity swap,
scrip dividend)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to 1,500,000,000 EUR
August 31, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Mandatory Feature
Term of
Securities
yes
Convertible Bonds,
Bonds with Warrants and/ or
Profit Participation Rights
Amount of Principal
no max. term
Amount
EUR 70,000,000
Comments
amount (34.57%) is below the statutory limit of 50% of registered share capital
against
consideration in
kind: yes, but
can be excluded
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
57
Comments
n/a
in kind (possible:
M&A transactions,
debt-convertible
swap)
. Company
CTS Eventim AG & Co. KGaA
DE0005470306
547030
Registered Share Capital
ISIN
WKN
96,000,000 EUR
96,000,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
49.79%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 48,000,000
May 7, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
aggregate amount ; issuances without subscription rights to company/group employees are limited to 10% of registered shares
capital; aggregate amount of share issuances without subscription rights is limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 8, 2013)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to 275,000,000 EUR
May 7, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
max. 20 years
130% of reference price determined
prior to issuance of bonds / during
subscription period (determination
different in case of mandatory
conversion)
n/a
Amount
EUR 44,000,000
Comments
amount (45.83%) is below the statutory limit of 50% of registered share capital
58
. Company
Deutsche EuroShop AG
DE0007480204
748020
Registered Share Capital
ISIN
WKN
EUR 53,945,536
53,945,536 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
82.67%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2013
EUR 26,972,768
June 19, 2018
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights against contribution in kind is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 16, 2011)
Convertible Bonds
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A
purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 200,000,000
June 15, 2016
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
59
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
max. 10 years
Amount
EUR 7,300,000 (original amount of conditional capital EUR 10,000,000 minus amount of conditional
capital securing November 2012 convertible bond issuances of approximately EUR 2,700,000)
Comments
original amount (18.54%) is below the statutory limit of 50% of registered share capital
Conversion / Strike Price
60
Comments
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights is limited to
20% of registered share capital; in
November 2012, the Company issued
EUR 100,000,000 convertible bonds
without subscription rights secured by
up to approximately 2,700,000 shares
from underlying conditional capital
. Company
Deutsche Wohnen AG
DE000A0HN5C6
A0HN5C
Registered Share Capital
ISIN
WKN
EUR 336,426,511
286,216,731 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
93.06%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2015
EUR 100,000,000
June 11, 2018
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (29.72%) is below the statutory limit of 50% of registered share capital; issuances without subscription rights to
company/group employees are limited to 5% of registered shares capital; aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds, bonds with warrants or profit participation rights issued without subscription rights
under authorization below) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 12, 2015)
Convertible Bonds,
Bonds with Warrants, Profit
Participation Rights and/or
Profit-linked Bonds
Amount of Principal
Term
Subscription Rights
up to EUR 1,500,000,000
June 11, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
Type of Contribution
against
contribution
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Type of Consideration
against
consideration
in kind: yes,
but can be
excluded
cash
in kind (possible:
M&A transactions;
debt-convertible
swap might be
possible)
- continued on next page -
61
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 50,000,000
Comments
amount (14.86%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conversion / Strike Price
62
Comments
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
Authorized Capital and treasury shares
sold without subscription rights) is
limited to 20% of registered share
capital
. Company
Deutsche Pfandbriefbank AG
DE0008019001
801900
Registered Share Capital
ISIN
WKN
380,376,059.67 EUR
134,475,308 no par value shares
EUR 2.83 notional value per share
Free Float as of December 2015
80.00%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 190,188,029.83
June 9, 2020
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); issuances without subscription rights to company/group
employees are limited to EUR 2,852,820.45
Authorization to Issue
Convertible Bonds
and Similar Instruments of June
10, 2015
Convertible Bonds,
Bonds with Warrants, Profit
Participation Rights or Hybrid
Bonds
Amount of Principal
3,000,000,000
against
contribution in
kind: yes, but
can be excluded
(including for
purpose of scrip
dividend)
in kind (possible:
M&A transactions,
debt-equity swap,
scrip dividend)
Term
Subscription Rights
Type of Consideration
cash
June 9, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
against
consideration in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions,
debt-convertible
swap)
- continued on next page -
63
. Basic Terms
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Term of
Securities
no max. term
at least 50% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination may be different in
case of mandatory conversion; in
case of issuances to company/group
employees, management and
executive board members)
n/a
Amount
190,188,029.83
Comments
amount corresponds to 50% of registered share capital (statutory limit)
Mandatory Feature
64
. Company
DMG MORI SEIKI AKTIENGESELLSCHAFT*
DE0005878003
587800
Registered Share Capital
ISIN
WKN
EUR 204,926,784.40
78,817,994 no par value shares
EUR 2.6 notional value per share
Free Float as of December 2015
47.46%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 102,463,392.20
May 15, 2019
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); issuances without subscription rights to company/group
employees are limited to EUR 5,000,000; aggregate amount of share issuances without subscription rights (incl. those issued under
any other authorized capital but not shares issued to company/group employees) is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Conditional Capital underlying
Authorization
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
n/a
Amount
n/a
Comments
Basic Terms
Term
n/a
n/a
Amount of Principal
n/a
* DMG MORI SEIKI AKTIENGESELLSCHAFT was formerly named Gildemeister Aktiengesellschaft.
65
. Company
Dürr Aktiengesellschaft
DE0005565204
556520
Registered Share Capital
ISIN
WKN
EUR 88,578,662.40
34,601,040 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
71.30%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 44,289,331.20
April 29, 2019
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds or bonds with warrants issued without subscription rights under authorization below)
is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 30, 2014)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
against
contribution in
kind: yes, but
can be
excluded
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 1,600,000,000
April 29, 2019
against cash
consideration:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
against
consideration
in kind: yes,
but can be
excluded (in
particular for
M&A purposes)
in kind (possible:
M&A
transactions,
debt-convertible
swap)
- continued on next page -
66
. Basic Terms
Term of Securities
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
at least 100% of reference price
determined prior to issuance of
bonds / during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital) is limited to 20% of
registered share capital
Amount
EUR 44,289,331.20
Comments
amount corresponds to 50% of registered share capital (statutory limit)
67
. Company
ElringKlinger AG
DE0007856023
785602
Registered Share Capital
ISIN
WKN
EUR 63,359,990
63,359,990 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
48.95%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2012
EUR 31,679,995
May 17, 2017
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit)
Authorization to Issue
Convertible Bonds
and Similar Instruments
in kind (possible:
M&A
transactions;
debt-equity might
be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
n/a
n/a
n/a
Amount
n/a
Comments
n/a
68
. Company
Evonik Industries AG
DE000EVNK013
EVNK01
Registered Share Capital
ISIN
WKN
EUR 466,000,000
466,000,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
25.96%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2014)
EUR 116,500,000
May 1, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (25%) is below the statutory limit of 50% of registered share capital; amount of share issuances without subscription rights to
company/group employees is limited to 1% of registered share capital; aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds or bonds with warrants issued without subscription rights under authorization below)
is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 20, 2014)
Convertible Bonds,
Bonds with Warrants
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes
and scrip
dividend)
in kind (possible:
M&A
transactions,
scrip dividend,
debt-equity swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 1,250,000,000
May 1, 2019
yes, but can be excluded in certain
cases(in particular up to 10% at
market)
cash
- continued on next page -
69
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 37,280,000
Comments
amount (8%) is below the statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
70
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital) is limited to 20% of
registered share capital
. Company
Fielmann Aktiengesellschaft
DE0005772206
577220
Registered Share Capital
ISIN
WKN
EUR 84,000,000
84,000,000 no par value shares
EUR 1.00 notional value per share
Free Float as of December 2015
28.36%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2011
EUR 5,000,000
July 6, 2016
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount (5.95%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be
excluded for
M&A purposes
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
71
in kind (possible:
M&A transactions;
debt-equity swap not
possible)
. Company
ISIN
WKN
Fraport AG
Frankfurt Airport Services Worldwide
DE0005773303
577330
Registered Share Capital
EUR 923,850,760
92,385,076 no par value shares
EUR 10 notional value per share
Free Float as of December 2015
40.20%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2013)
EUR 2,583,280
May 30, 2018
yes, but can be excluded in certain
cases
cash
Comments
amount (0.28%) is below statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
72
. Company
ISIN
WKN
FUCHS PETROLUB SE
DE0005790430 (preference shares; MDAX)
DE0005790406 (ordinary shares)
579043 (preference shares; MDAX)
579040 (ordinary shares)
Registered Share Capital
EUR 139,000,000
69,500,000 no par value preference shares
69,500,000 no par value ordinary shares
EUR 1 notional value per
ordinary/preference share
Free Float as of December 2015
preference shares: 100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2015)
27,800,000
May 5, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (20%) is below the statutory limit of 50% of registered share capital; amount of share issuances without subscription rights
against contribution in kind is limited to 20% of registered share capital; aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds or bonds with warrants issued without subscription rights) is limited to 20% of
registered share capital; authorized capital provides for issuance of preference shares and ordinary shares
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A
transactions,
debt-equity swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
73
. Company
GEA Group Aktiengesellschaft
DE0006602006
660200
Registered Share Capital
ISIN
WKN
EUR 520,375,765.57
192,495,476 no par value shares
EUR 2.70 notional value per share
Free Float as of December 2015
92.12%
Authorized Capital
Type of Contribution
Amount
Term
Subscription Rights
Authorized Capital I (2012)
EUR 77,000,000
April 23, 2017
yes
Authorized Capital II (2015)
EUR 130,000,000
April 15, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases
Authorized Capital III (2015)
EUR 52,000,000
April 15, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
Comments
aggregate amount (49.78%) is below the statutory limit of 50% of registered share capital; Authorized Capital II: aggregate amount of
share issuances without subscription rights is limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 16, 2015)
cash
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes
and scrip
dividend)
cash
in kind (possible:
M&A transactions
and scrip dividend;
debt-equity swap
might be possible)
cash
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 750,000,000
April 15, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Convertible Bonds,
Bonds with Warrants, Profit
Participation Rights or Profitlinked Bonds
against
consideration in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions;
debt-convertible
swap might be
possible)
- continued on next page -
74
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 51,903,633.82
Comments
amount (9.97%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital; bonds issued against consideration in kind cannot be
secured by this underlying conditional capital; upon conversion, company will deliver treasury shares
or shares issued under authorized capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
75
Comments
n/a
. Company
Gerresheimer AG
DE000A0LD6E6
A0LD6E
Registered Share Capital
ISIN
WKN
EUR 31,400,000
31,400,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2012)
EUR 15,700,000
April 25, 2017
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds or bonds with warrants issued without subscription rights under authorization below)
is limited to EUR 6,280,000
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 26, 2012)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 500,000,000
April 25, 2017
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
n/a
Amount
EUR 6,280,000
Comments
amount (20%) is below the statutory limit of 50% of registered share capital
76
. Company
ISIN
WKN
Hannover Rück SE
DE0008402215
840221
Registered Share Capital
EUR 120,597,134
120,597,134 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
49.78%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
n/a
n/a
n/a
n/a
n/a
Comments
n/a
Amount of Principal
Term
Subscription Rights
Type of Consideration
(1) up to EUR 500,000,000
May 2, 2016
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 3, 2011)
Convertible Bonds or
Bonds with Warrants (1),
Profit Participation Rights (2),
Profit-linked Bonds (3)
(2) up to EUR 500,000,000
(3) up to EUR 500,000,000
Basic Terms
n/a
against
consideration
in kind: yes,
but can be
excluded
Term of
Securities
no
Conditional Capital underlying
Authorization
Mandatory Feature
max. 20 years
Amount
EUR 60,298,567
Comments
amount corresponds to 50% of registered share capital (statutory limit)
n/a
in kind (possible:
M&A transactions;
debt-convertible
swap might be
possible)
Conversion / Strike Price
77
Comments
at least 80% of reference price
determined prior to issuance of
bonds
three parallel, identical authorizations that
are secured by the same underlying
conditional capital; share issuances against
contribution in kind are limited to 20% of
registered share capital
. Company
Hella KGaA Hueck & Co.
DE000A13SX22
A13SX2
Registered Share Capital
ISIN
WKN
222,222,224 EUR
111,111,112 no par value shares
EUR 2 notional value per share
Free Float as of December 2015
27.68%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
44,000,000 EUR
October 9, 2019
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount (19.80%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
78
. Company
HOCHTIEF Aktiengesellschaft
DE0006070006
607000
Registered Share Capital
ISIN
WKN
EUR 177,432,151.04
69,309,434 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
25.19%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2015)
EUR 54,000,000
May 5, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (30.43%) is below statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights against contribution in kind is limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 12, 2011)
against contribution
in kind: yes, but can
be excluded (in
particular for M&A
purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 1,000,000,000
May 11, 2016
yes, but can be excluded in certain cases
(in particular up to 10% at market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participations Rights or
Profit-linked Bonds
Amount of Principal
no max. term
at least 80% of reference price determined
prior to issuance of bonds / during
subscription period (determination different
in case of mandatory conversion)
n/a
Amount
EUR 49,280,000
Comments
amount (27.77%) is below the statutory limit of 50% of registered share capital
79
. Company
ISIN
WKN
HUGO BOSS AG
DE000A1PHFF7
A1PHFF
Registered Share Capital
EUR 70,400,000
70,400,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
90.08%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital (2014)
EUR 35,200,000
May 12, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
Type of Contribution
against contribution
in kind: yes, but can
be excluded
cash
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
80
. Company
ISIN
WKN
Jungheinrich Aktiengesellschaft
DE0006219934 (preference shares;
MDAX)
621993 (preference shares; MDAX)
Registered Share Capital
EUR 102,000,000
16,000,000 no par value preference
shares
18,000,000 no par value ordinary
shares
EUR 3 notional value per
ordinary/preference share
Free Float as of December 2015
preference shares: 100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
n/a
n/a
n/a
n/a
n/a
Comments
n/a
Authorization to Issue
Convertible Bonds
and Similar Instruments
n/a
n/a
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
81
. Company
KION GROUP AG
DE000KGX8881
KGX888
Registered Share Capital
ISIN
WKN
EUR 98,900,000
98,900,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
61.50%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2014
EUR 9,890,000
May 18, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (10%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights to company/group employees is limited to 5% of registered share capital; aggregate amount of shares issued
under Authorized Capital 2014 (incl. shares underlying bond issued under authorizations below or shares issued under any other
authorization) is limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 19, 2014)
Amount of Principal
Term
Subscription Rights
up to EUR 800,000,000
May 18, 2019
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
Type of Contribution
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A purposes)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Type of Consideration
against
consideration in
kind: yes, but
can be
excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A purposes;
debt-convertible
swap might be
possible)
- continued on next page -
82
. Basic Terms
Term of Securities
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination may be different in
case of mandatory conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds
(incl. shares issued under any other
authorization) is limited to 10% of
registered share capital
Amount
EUR 9,890,000
Comments
amount (10%) is below the statutory limit of 50% of registered share capital
83
. Company
Klöckner & Co SE
DE000KC01000
KC0100
Registered Share Capital
ISIN
WKN
EUR 249,375,000
99,750,000 no par value shares
EUR 2.50 notional value per share
Free Float as of December 2015
89.62%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2012
EUR 124,687,500
May 24, 2017
against cash
contribution: yes,
but can be
excluded in certain
cases( in particular
up to 10% at
market)
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights against contribution in kind is limited to 20% of registered share capital; aggregate amount of share issuances without
subscription rights (incl. shares underlying convertible bonds or bonds with warrants issued without subscription rights) is limited to
EUR 49,875,000
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 24, 2013)
Convertible Bonds or
Bonds with Warrants
Amount of Principal
Term
Subscription Rights
up to EUR 750,000,000
May 23, 2018
against cash
consideration: yes,
but can be
excluded in certain
cases (in particular
up to 10% at
market)
Type of Contribution
against
contribution in
kind: yes, but
can be excluded
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Type of Consideration
against
consideration in
kind: yes, but can
be excluded (in
particular for M&A
purposes)
cash
in kind (possible:
M&A transactions,
debt-convertible
swap)
- continued on next page -
84
. Basic Terms
Mandatory Feature
yes
Conditional Capital underlying
Authorization
Term of
Securities
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
no max. term
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds
issued without subscription rights
(incl. other shares issued without
subscription rights) is limited to
EUR 49,875,000
Amount
EUR 49,875,000
Comments
amount (20%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
85
. Company
KRONES Aktiengesellschaft
DE0006335003
633500
Registered Share Capital
ISIN
WKN
EUR 40,000,000
31,593,072 no par value shares
EUR 1.27 notional value per share
Free Float as of December 2015
48.33%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2011)
EUR 10,000,000
June 15, 2016
yes
cash
Comments
amount (25%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
86
. Company
ISIN
WKN
KUKA Aktiengesellschaft
DE0006204407
620440
Registered Share Capital
EUR 92,841,619
35,708,315 no par value shares
EUR 2.6 notional value per share
Free Float as of December 2015
60.15%
Type of Contribution
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2015
EUR 46,420,808.20
June 9, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 28, 2014)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A
transactions,
debt-equity swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to 600,000,000
May 27, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
n/a
Amount
EUR 33,486,707.80
Comments
amount (36,07%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
87
. Company
Lanxess Aktiengesellschaft
DE0005470405
547040
Registered Share Capital
ISIN
WKN
91,522,936 EUR
91,522,936 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
100%
Type of Contribution
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital I
16,640,534
May 22, 2018
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Authorized Capital II
18,304,587
May 22, 2018
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Comments
aggregate amount (38.18%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 13, 2015)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
Term
1,000,000,000
Subscription Rights
May 22, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
Type of Consideration
cash
- continued on next page -
88
. Basic Terms
Term of
Securities
Conversion / Strike Price
Comments
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
n/a
Amount
18,304,587
Comments
amount (20%) is below the statutory limit of 50% of registered share capital
89
. Company
LEG Immobilien AG
DE000LEG1110
LEG111
Registered Share Capital
ISIN
WKN
EUR 62,769,788
62,769,788 no par value shares
1 EUR notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 24,021,722
June 23, 2020
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount (38.27%) is below the statutory limit of 50% of registered share capital; share issuances to company/group employees are
limited to 1,426,586 shares; aggregate amount of share issuances without subscription rights is limited to 20% of registered share
capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 24, 2015)
Convertible Bonds,
Bonds with Warrants and/or
Profit Participation Rights
Basic Terms
against
contribution
in kind: yes,
but can be
excluded (in
particular for
M&A
purposes)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 1,200,000,000
June 23, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Conversion / Strike Price
Comments
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. other
shares issued or sold without
subscription rights) is limited to 20% of
registered share capital
Mandatory Feature
Term of
Securities
yes
Conditional Capital underlying
Authorization
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
no max. term
Amount
EUR 28,531,722
Comments
amount (45.45%) is below the statutory limit of 50% of registered share capital
90
. Company
LEONI AG
DE0005408884
540888
Registered Share Capital
ISIN
WKN
EUR 32,669,000
32,669,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2012)
EUR 16,334,500
May 15, 2017
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights against contribution in kind is limited to 10% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 7, 2015)
against
contribution in
kind: yes, but
can be excluded
for M&A
purposes
in kind (possible:
M&A transactions;
debt-equity swap
not possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 500,000,000
May 6, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. other
shares issued without subscription
rights) is limited to 20% of registered
share capital
Amount
EUR 6,533,800
Comments
amount (20%) is below the statutory limit of 50% of registered share capital
91
. Company
ISIN
WKN
METRO AG
DE0007257503 (ordinary shares; MDAX)
DE0007257537 (preference shares)
725750 (ordinary shares; MDAX)
725753 (preference shares)
Registered Share Capital
EUR 835,419,052.27
324,109,563 no par value ordinary shares
2,677,966 no par value preference shares
EUR 2.56 notional value per
ordinary/preference share
Free Float as of December 2015
ordinary shares: 50.13%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital I (2012)
EUR 325,000,000
May 22, 2017
against cash
contribution:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (38.90%) is below the statutory limit of 50% of registered share capital; authorization is limited to issuance of ordinary shares
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of February 20, 2015)
Convertible Bonds or
Bonds with Warrants
Basic Terms
against
contribution in
kind: yes, but can
be excluded for
M&A purposes
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 1,500,000,000
February 19,
2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Conversion / Strike Price
Comments
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
n/a
Mandatory Feature
Term of
Securities
yes
Conditional Capital underlying
Authorization
in kind (possible:
M&A transactions;
debt-equity swap not
possible)
no max. term
Amount
EUR 127,825,000
Comments
amount (15.30%) is below the statutory limit of 50% of registered share capital
92
. Company
MTU Aero Engines AG
DE000A0D9PT0
A0D9PT
Registered Share Capital
ISIN
WKN
EUR 52,000,000
52,000,000 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
98.10%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2015)
EUR 15,600,000
April 14, 2020
yes, but can be excluded in certain
cases (in particular up to 5% at
market)
cash
Comments
amount (30%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of April 15, 2015)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 500,000,000
April 14, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
n/a
Amount
EUR 5,200,000
Comments
amount (10%) is below the statutory limit of 50% of registered share capital
93
. Company
NORMA Group SE
DE000A1H8BV3
A1H8BV
Registered Share Capital
ISIN
WKN
EUR 31,862,400
31,862,400 no par value shares
1 EUR notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 12,744,960
May 19, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (40%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights (incl. shares underlying bonds issued without subscription rights under authorization below) is limited to 10% of
registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 20, 2015)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 200,000,000
May 19, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Convertible Bonds,
Bonds with Warrants or
Profit Participation Rights
against
consideration in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A transactions;
debt-convertible swap
might be possible)
- continued on next page -
94
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 3,186,240
Comments
amount (10%) is below the statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination may be different in
case of mandatory conversion)
95
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights) is
limited to 10% of registered share
capital
. Company
OSRAM Licht AG
DE000LED4000
LED400
Registered Share Capital
ISIN
WKN
EUR 104,689,400
104,689,400 no par value shares
1 EUR notional value per share
Free Float as of December 2015
83.00%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2013
EUR 52,344,700
February 28, 2018
against cash
contribution:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit)
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 14, 2013)
against
contribution in
kind: yes, but
can be
excluded (in
particular for
M&A purposes)
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
Conditional Capital underlying
Authorization
Subscription Rights
Type of Consideration
up to EUR 300,000,000
February 28, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of Securities
Conversion / Strike Price
Comments
no max. term
at least 80% of reference price
determined prior to issuance of
bonds / during subscription period
(determination different in case of
mandatory conversion)
n/a
Amount
EUR 10,207,216
Comments
Basic Terms
Term
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
amount (9.75%) is below the statutory limit of 50% of registered share capital
.
96
. Company
ProSiebenSat.1 Media AG
DE000PSM7770
PSM777
Registered Share Capital
ISIN
WKN
EUR 218,797,200
218,797,200 no par value ordinary shares
EUR 1 notional value per share
Free Float as of December 2015
97.68%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2013
EUR 109,398,600
July 22, 2018
against cash
contribution:
yes, but can be
excluded
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); cross-exclusion of subscription rights possible, thus, holders
of preference shares may be excluded from subscription of ordinary shares and holders of ordinary shares may be excluded from
subscription of preference shares; proposal for a new Authorized Capital 2014 was on the agenda of the annual general meeting
2014, however, no resolution was adopted
Authorization to Issue
Convertible Bonds
and Similar Instruments
against contribution in
kind: yes, but can be
excluded
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
97
. Company
Rheinmetall Aktiengesellschaft
DE0007030009
703000
Registered Share Capital
ISIN
WKN
EUR 111,510,656
43,558,850 no par value shares
EUR 2.56 notional value per share
Free Float as of December 2015
96.90%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital (2014)
EUR 39,862,784
May 5, 2019
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10%
at market)
Comments
amount (35.75%) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights (incl. shares underlying bonds issued without subscription rights under authorization below and treasury shares
sold without subscription rights or used for M&A purposes) is limited to 20% of registered share capital; share issuances to
company/group employees are limited to EUR 1,000,000
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 6, 2014)
Convertible Bonds or
Bonds with Warrants
Type of Contribution
against
contribution
in kind: yes,
but can be
excluded for
M&A
purposes
cash
in kind (possible:
M&A transactions;
debt-equity swap
not possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 800,000,000
May 5, 2019
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
98
. Basic Terms
Mandatory Feature
yes
Conditional Capital underlying
Authorization
Term of
Securities
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
max. 20 years
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital above and treasury
shares sold without subscription rights
or used for M&A purposes) is limited to
20% of registered share capital
Amount
EUR 20,000,000
Comments
amount (17.94%) is below the statutory limit of 50% of registered share capital
99
. Company
RHÖN-KLINIKUM Aktiengesellschaft
DE0007042301
704230
Registered Share Capital
ISIN
WKN
EUR 167,406,175
66,962,470 no par value shares
EUR 2.50 notional value per share
Free Float as of December 2015
55.47%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
n/a
n/a
n/a
n/a
n/a
Comments
n/a
Amount of Principal
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
n/a
n/a
Amount
n/a
Comments
n/a
Authorization to Issue
Convertible Bonds
and Similar Instruments
n/a
Basic Terms
Conditional Capital underlying
Authorization
100
. Company
Salzgitter Aktiengesellschaft
DE0006202005
620200
Registered Share Capital
ISIN
WKN
EUR 161,615,273.31
60,097,000 no par value shares
EUR 2.69 notional value per share
Free Float as of December 2015
63.52%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital 2012
EUR 80,807,636.65
May 23, 2017
against cash
contribution: yes, but
can be excluded in
certain cases (in
particular up to 10%
at market)
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds, bonds with warrants, profit participation rights or profit-linked bonds issued without
subscription rights) is limited to 20% of registered share capital; share issuances to company/group employees are limited to 5% of
registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 23, 2013)
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Type of Contribution
against
contribution
in kind: no
cash
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 1,000,000,000
May 22, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
101
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 71,259,604.66
Comments
amount (44.09%) is slightly below the statutory limit of 50% of registered share capital; the convertible
bonds issued in June 2015 are secured by 3,548,407 shares
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
/ during subscription period
(determination different in case of
mandatory conversion)
102
Comments
in June 2015 the company issued
convertible bonds with principal amount
of EUR 167,900,000; aggregate
amount of shares from underlying
conditional capital to be issued in
connection with bonds issued without
subscription rights (incl. shares issued
without subscription rights under
authorized capital) is limited to 20% of
registered share capital
. Company
STADA Arzneimittel Aktiengesellschaft
DE0007251803
725180
Registered Share Capital
ISIN
WKN
EUR 162,090,344
62,342,440 no par value shares
EUR 2.60 notional value per share
Free Float as of December 2015
100%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital (2013)
EUR 77,134,304
June 4, 2018
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (47.59%) is slightly below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights (incl. shares underlying convertible bonds issued without subscription rights) is limited to 20% of registered share
capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 5, 2013)
Type of Contribution
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 1,000,000,000
June 4, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
Amount of Principal
no max. term
80% of reference price determined prior
to issuance of bonds / during
subscription period (determination
different in case of mandatory
conversion)
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital) is limited to 20% of
registered share capital
Amount
EUR 69,188,340
Comments
amount (42.69%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
103
.
Company
STRÖER SE
DE0007493991
749399
Registered Share Capital
ISIN
WKN
55,282,499 EUR
55,282,499 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
n/a
Authorized Capital
Amount
Term
Subscription Rights
June 17, 2019
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Type of Contribution
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
Authorized Capital 2014
12,525,780
Comments
cash
in kind (possible:
M&A
transactions;
debt-equity swap
might be
possible)
amount (22.66%) is below the statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a
n/a
Amount
n/a
Comments
n/a
104
. Company
ISIN
WKN
Südzucker Aktiengesellschaft
Mannheim/Ochsenfurt
DE0007297004
729700
Registered Share Capital
EUR 204,183,292
204,183,292 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
34.00%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2015
EUR 20,000,000
July 15, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (9.80%) is below statutory limit of 50% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but can
be excluded (in
particular for
M&A purposes)
cash
in kind (possible:
M&A transactions,
debt-equity swap)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
Amount of Principal
n/a
n/a)
n/a
Amount
n/a
Comments
n/a
105
. Company
Symrise AG
DE000SYM9999
SYM999
Registered Share Capital
ISIN
WKN
EUR 129,812,574
129,812,574 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
94.67%
Authorized Capital
Amount
Term
Subscription Rights
Authorized Capital (2015)
EUR 25,000,000
May 11, 2020
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
Comments
amount (19.26 %) is below the statutory limit of 50% of registered share capital; aggregate amount of share issuances without
subscription rights to company/group employees is limited to 1,000,000 shares
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of May 14, 2013)
Type of Contribution
against
contribution in
kind: yes, but
can be
excluded for
M&A purposes
cash
in kind (possible:
M&A transactions;
debt-equity swap
not possible)
Basic Terms
Conditional Capital underlying
Authorization
Term
Subscription Rights
Type of Consideration
up to EUR 1,000,000,000
May 13, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
yes
Convertible Bonds or
Bonds with Warrants
Amount of Principal
no max. term
80% of reference price determined
prior to issuance of bonds / during
subscription period
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights is limited to
20% of registered share capital
Amount
EUR 23,000,000
Comments
amount (17.72%) is below the statutory limit of 50% of registered share capital
106
. Company
TAG Immobilien AG
DE0008303504
830350
Registered Share Capital
ISIN
WKN
EUR 131,712,859
131,712,859 no par value shares
1 EUR notional value per share
Free Float as of December 2015
90.39%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2012/I
EUR 8,190,307
June 13, 2017
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Authorized Capital 2013/I
EUR 20,000,000
June 13, 2018
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A transactions;
debt-equity swap
might be possible)
Comments
aggregate amount (21.40%) is below the statutory limit of 50% of registered share capital; Authorized Capital 2012/I: aggregate
amount of share issuances without subscription rights is limited to 20% of registered share capital; Authorized Capital 2013/I:
aggregate amount of share issuances without subscription rights is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
Amount of Principal
Term
Subscription Rights
Type of Consideration
Convertible Bonds or
Bonds with Warrants
(Authorization of July 14,
2013)
up to EUR 160,000,000
June 13, 2018
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
Convertible Bonds or
Bonds with Warrants
(Authorization of June 19,
2015)
up to EUR 300,000,000
June 18, 2020
yes, but can be excluded in certain
cases (in particular up to 10% at
market)
cash
- continued on next page -
107
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
Authorization 2013: EUR 13,000,000; Authorization 2015: EUR 20,000,000
Comments
aggregate amount (25.05%) together with other conditional capital outstanding has to be applied
towards the statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
108
Comments
n/a
. Company
Talanx Aktiengesellschaft
DE000TLX1005
TLX100
Registered Share Capital
ISIN
WKN
EUR 315,997,042.50
252,797,634 no par value shares
1.25 EUR notional value per share
Free Float as of December 2015
20.96%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital (2012)
EUR 142,307,260
September 28,
2017
against cash
contribution: yes,
but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount (45.03%) is below the statutory limit of 50% of registered share capital; share issuances to company/group employees are
limited to EUR 785,060
Authorization to Issue
Convertible Bonds
and Similar Instruments
against
contribution in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions,
debt-equity
swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
Convertible Bonds
(Authorization of May 15,
2012)
up to EUR 1,100,000,000
May 14, 2017
yes, but can be excluded
cash
Convertible Bonds and
Bonds with Warrants
(Authorization I of August 28,
2012)
up to EUR 26,000,000
August 27, 2017
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
against
consideration in
kind: yes, but
can be excluded
in kind (possible:
M&A
transactions,
debt-convertible
swap)
- continued on next page -
109
. Profit Participation Rights
(Authorization II August 28,
2012)
up to EUR 26,000,000
August 27, 2017
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
against
consideration in
kind: yes, but
can be excluded
cash
in kind (possible:
M&A
transactions,
debt-profit
participation right
swap)
Profit-linked Bonds
(Authorization III August 28,
2012)
up to EUR 26,000,000
August 27, 2017
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
against
consideration in
kind: yes, but
can be excluded
cash
in kind (possible:
M&A
transactions,
debt-profit-linked
bond swap)
Mandatory Feature
Term of
Securities
Basic Terms
Conversion / Strike Price
Comments
Authorization of May 15, 2012
only mandatory
conversion
no max. term
conversion ratio is determined by
dividing the outstanding principal
amount of the bonds through the
subscription price per share of Talanx
AG
on the basis of this authorization the
management board of the company is
entitled to issue subordinated
registered conditional mandatory
convertible bonds up to the net dividend
income distributed to HDI V.a.G.
Authorization I
yes
indefinite term or
max. 20 years
at least 80% of reference price
determined prior to issuance of bonds
Authorization II
Yes
max. 20 years
Authorization III
Yes
max.
20 years
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights against
consideration in kind is limited to 20%
of registered share capital
Amount
Conditional Capital II: EUR 78,000,000 ; Conditional Capital III: EUR 26.000.000
Comments
aggregate amount (32.91%) is below the statutory limit of 50% of registered share capital; Conditional
Capital III is securing bonds issued out of Authorizations I to III above; Conditional Capital II is
securing bonds issued under Authorization of May 15, 2012
Conditional Capital underlying
Authorization
110
at least 80% of reference price
determined prior to issuance of bonds
at least 80% of reference price
determined prior to issuance of bonds
. Company
Wacker Chemie AG
DE000WCH8881
WCH888
Registered Share Capital
ISIN
WKN
EUR 260,763,000
52,152,600 no par value shares
EUR 5 notional value per share
Free Float as of December 2015
28.76%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
n/a
n/a
n/a
n/a
n/a
Comments
n/a
Amount of Principal
Term
Subscription Rights
Type of Consideration
n/a
n/a
n/a
n/a
Mandatory Feature
Term of
Securities
Conversion / Strike Price
Comments
n/a
n/a
n/a
n/a
Amount
n/a
Comments
n/a
Authorization to Issue
Convertible Bonds
and Similar Instruments
n/a
Basic Terms
Conditional Capital underlying
Authorization
111
. Company
Wincor Nixdorf Aktiengesellschaft
DE000A0CAYB2
A0CAYB
Registered Share Capital
ISIN
WKN
EUR 33,084,988
33,084,988 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
90.00%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
Authorized Capital 2014
EUR 16,542,494
January 19, 2019
against cash
contribution:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Comments
amount corresponds to 50% of registered share capital (statutory limit); aggregate amount of share issuances without subscription
rights (incl. shares underlying convertible bonds or bonds with warrants) is limited to 20% of registered share capital; aggregate
amount of share issuances against contribution in kind is limited to 20% of registered share capital
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of January 21, 2013)
against
contribution in
kind: yes, but
can be excluded
for M&A
purposes
in kind (possible:
M&A
transactions;
debt-equity swap
not possible)
Amount of Principal
Term
Subscription Rights
Type of Consideration
up to EUR 500,000,000
January 20, 2018
against cash
consideration:
yes, but can be
excluded in
certain cases
(in particular up
to 10% at
market)
cash
Convertible Bonds,
Bonds with Warrants,
Profit Participation Rights or
Profit-linked Bonds
against
consideration in
kind: yes, but can
be excluded (in
particular for M&A
purposes)
in kind (possible:
M&A transactions;
debt-convertible
swap might be
possible)
- continued on next page -
112
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
max. 20 years
Amount
EUR 10,000,000
Comments
amount (30.23%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 90% of reference price
determined prior to issuance of bonds
(determination different in case of
mandatory conversion)
113
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights
under authorized capital) is limited to
20% of registered share capital
. Company
Zalando SE
DE000ZAL1111
ZAL111
Registered Share Capital
ISIN
WKN
247,059,518 EUR
247,059,518 no par value shares
EUR 1 notional value per share
Free Float as of December 2015
47.69%
Authorized Capital
Amount
Term
Subscription Rights
Type of Contribution
EUR 3,062,125
October 28,
2018
no
cash
Authorized Capital 2015
EUR 94,694,847
January 19, 2019
Comments
amount (39.57%) is below the statutory limit of 50% of registered share capital; Authorized Capital 2015: aggregate amount of share
issuances without subscription rights (incl. shares underlying bonds issued without subscription rights under authorization below and
treasury shares sold without subscription rights) is limited to 20% of registered share capital
Authorized Capital 2013
Authorization to Issue
Convertible Bonds
and Similar Instruments
(of June 2, 2015)
against cash
contribution:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
against
contribution in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
cash
in kind (possible:
M&A
transactions,
debt-equity swap)
Amount of Principal
Term
Subscription Rights
Type of Consideration
2,400,000,000
June 1, 2020
against cash
consideration:
yes, but can be
excluded in
certain cases (in
particular up to
10% at market)
cash
Convertible Bonds and/or
Bonds with Warrants
against
consideration in
kind: yes, but
can be excluded
(in particular for
M&A purposes)
in kind (possible:
M&A
transactions,
debt-convertible
swap)
- continued on next page -
114
. Basic Terms
Term of
Securities
yes
Conditional Capital underlying
Authorization
Mandatory Feature
no max. term
Amount
EUR 73,889,248
Comments
amount (29.94%) together with other conditional capital outstanding has to be applied towards the
statutory limit of 50% of registered share capital
Conversion / Strike Price
at least 80% of reference price
determined prior to issuance of bonds
(determination different in case of
mandatory conversion)
115
Comments
aggregate amount of shares from
underlying conditional capital to be
issued in connection with bonds issued
without subscription rights (incl. shares
issued without subscription rights under
authorized capital and treasury shares
sold without subscription rights) is
limited to 20% of registered share
capital
. Office L o c a t i o n s
FRANKFURT
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. NEW YORK
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PARIS
BRUSSELS
LONDON
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HONG KONG
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BUENOS AIRES
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SEOUL
www.clearygottlieb.com
www.clearygottlieb.com
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