Merck 2014 Annual Report Download - page 146

141GROUP MANAGEMENT REPORT → Report in accordance with Section 315 (4) of the German Commercial Code (HGB)
the fiscal year following the year in which the conversion option
is exercised.
Moreover, the share capital is contingently increased by up to
€ 16,801,491.20 composed of up to 12,924,224 no-par value
bearer shares (Contingent Capital II). This increase in contingent
capital is only to be implemented insofar as the bearers or creditors
of option or conversion rights or the conversion obligations on
warrant bonds, option participation certificates, option participa-
tion bonds, convertible bonds, convertible participation certificates
or convertible participation bonds issued against contributions
that are issued or guaranteed by the company or a subordinate
Group company on the basis of the authorization resolution of the
Annual General Meeting of May9, 2014 to May 8, 2019, utilize
their option or conversion rights or, to fulfill their conversion
obligation insofar as they are obliged to fulfill their conversion
obligation, or insofar as the company exercises an option, wholly
or in part, of granting shares in the company instead of paying the
sum of money due and to the extent that in each case a cash settle-
ment is not granted, or own shares or other forms of fulfillment
are used. Each issue of new shares shall take place at the deter-
mined option or conversion price, pursuant to the aforementioned
authorization resolution. The new shares participate in the profit
from the beginning of the fiscal year in which they are created;
insofar as this is legally permissible, the Executive Board may,
with the approval of the Supervisory Board, and in deviation from
Section 60 (2) AktG, stipulate that the new shares also participate
in the profit for a past fiscal year. The Executive Board is autho-
rized, with the approval of the Supervisory Board and of E.Merck
KG, Darmstadt, Germany, to stipulate the further details of the
implementation of the increase in contingent capital.
The company is not authorized to acquire its own shares.
The company has not entered into any material agreements
subject to a change of control pursuant to a takeover offer nor has
it entered into any compensation agreements with the members of
the Executive Board or employees in the event of a takeover offer.
SUBSEQUENT EVENTS
Subsequent to the balance sheet date, no events of special impor-
tance occurred that could have a material impact on the financial
position and results of operations of the Group.