Report of the Management Board
Report of the Management Board of Binder+Co AG concerning the exclusion of the right of subscription in connection with a potential capital increase (§4 Para.4 of the company articles)
Binder+Co AG remains on an expansion course.
For possible further acquisitions, together with the Supervisory Board, the Management Board wishes to have the opportunity to take over a company by offering the owners of the company to be purchased, or the corporation to be purchased, a transaction in which the company or shares in the corporation would be brought into Binder+Co AG in the course of a capital increase using the approved capital and exchanged for the sole subscription rights to this Binder+Co AG capital increase.
This would only be possible when, with the prior consent of the Supervisory Board, the Management Board uses its empowerment with regard to the approved capital. This has to take place subject to the exclusion of the right of subscription, in order that the new shares to be issued can be offered in return to the owners of the company acquired or the shareholders controlling the corporation.
This would offer the company the major advantage of being able to continue on its growth course without the need to make payments or take out loans.
At present, no concrete project exists in this connection. However, as soon as one is pending and the Management Board together with the Supervisory Board plan to use the approved capital, including the exclusion of the right of subscription, pursuant to §171 Para.1 of the Corporations Act a further report will be issued concerning the intended employment of the approved capital. In particular, in this report the Management Board will announce and justify the planned issue price of the new shares.
The Binder+Co AG Management Board
Binder+Co AG remains on an expansion course.
For possible further acquisitions, together with the Supervisory Board, the Management Board wishes to have the opportunity to take over a company by offering the owners of the company to be purchased, or the corporation to be purchased, a transaction in which the company or shares in the corporation would be brought into Binder+Co AG in the course of a capital increase using the approved capital and exchanged for the sole subscription rights to this Binder+Co AG capital increase.
This would only be possible when, with the prior consent of the Supervisory Board, the Management Board uses its empowerment with regard to the approved capital. This has to take place subject to the exclusion of the right of subscription, in order that the new shares to be issued can be offered in return to the owners of the company acquired or the shareholders controlling the corporation.
This would offer the company the major advantage of being able to continue on its growth course without the need to make payments or take out loans.
At present, no concrete project exists in this connection. However, as soon as one is pending and the Management Board together with the Supervisory Board plan to use the approved capital, including the exclusion of the right of subscription, pursuant to §171 Para.1 of the Corporations Act a further report will be issued concerning the intended employment of the approved capital. In particular, in this report the Management Board will announce and justify the planned issue price of the new shares.
The Binder+Co AG Management Board
Member of the Management Board