Porsche 2010 Annual Report Download - page 186

Financials
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Authorization to issue convertible bonds, participation rights, participating bonds
or a combination of these instruments
The executive board is authorized, subject to the approval of the supervisory board, to is-
sue, on one or more occasions, convertible bonds, participation rights, participating bonds or a
combination of these instruments with a total nominal amount of up to €5 billion until 29 November
2015. The granting of conversion rights or imposing of conversion obligations into ordinary shares
and preference shares is limited to a total of 87.5 million ordinary shares and 87.5 million prefer-
ence shares. The executive board is authorized to issue convertible bonds with conversion rights or
obligations only if convertible bonds with conversion rights or obligations to ordinary shares and
convertible bonds with conversion rights or obligations to non-voting preference shares are offered
for subscription at the same time in proportion to their respective share of the total share capital
and subscription rights are excluded for holders of shares of one class to convertible bonds with
conversion rights or obligations to shares of the other class of shares (“cross-exclusion of subscrip-
tion rights”). The subscription ratio set for convertible bonds with conversion rights or obligations
and the conversion price must be the same for holders of both classes of shares. The conversion
price per ordinary or preference share may not be lower than €2.00. In addition, the conversion
price may not fall short of the subscription or conversion price set for partial performance of the
capital increase described above or partial utilization of the authorized capital or in the course of a
previous issue of convertible bonds with conversion rights or obligations.
Contingent capital
The share capital has been contingently increased by up to €87,500,000.00 through the
issue of up to 87,500,000 new non-voting preference bearer shares (no par value shares) that are
subject to the same rights pursuant to the articles of association as the non-voting preference
shares described in the company’s articles of association. The purpose of the contingent capital
increase is to grant any non-voting preference bearer shares to holders of convertible bonds, par-
ticipating rights, participating bonds or a combination of these instruments exercising conversion
rights or satisfying conversion obligations. New shares are issued in accordance with the authoriz-
ing resolution described above at the respective conversion price that has yet to be set. The con-
tingent capital was entered into the commercial register of the Stuttgart district court on
13 January 2011.
Authorized capital
The executive board is authorized until 29 November 2015, and subject to the approval of
the supervisory board, to increase the company’s share capital, on one or more occasions, by a
maximum amount of €87,500,000.00 by issuing new ordinary shares or non-voting preference
shares in return for contributions in cash or in kind. The authorization may only be exercised in such
a way that the proportion of the share capital contributed by non-voting preference shares does not
at any time exceed the proportion of the share capital contributed by ordinary shares. The authori-
zation includes the right to issue non-voting preference shares that are placed on a par with any
non-voting preference shares issued in the past with regard to the distribution of the profits or
assets of the company. The authorized capital was entered into the commercial register of the
Stuttgart district court on 13 January 2011.