Porsche 2010 Annual Report Download - page 41

As part of the overall concept of the basic
agreement, the holders of ordinary shares of
Porsche SE who are deemed part of the Porsche and
Piëch families have undertaken, subject to certain
conditions, to ensure that the new ordinary shares
issued as part of the capital increase adopted on
30 November 2010, are subscribed for at an
estimated total subscription price of 2.5 billion euro.
In addition, the annual general meeting
authorized Porsche SE’s executive board, subject to
the approval of the supervisory board, to issue
convertible bonds and corresponding instruments in a
total nominal amount of up to 5 billion euro. When
issuing convertible bonds, conversion rights and
conversion obligations pertaining to ordinary and
preference shares are to be granted. Conversion
rights or obligations pertaining to preference shares
can be served from newly created contingent capital.
Conversion rights or obligations pertaining to ordinary
shares can be served from newly created authorized
capital. The authorized capital can also be used
separately. These additional authorizations will only be
of significance if the direct capital increase cannot be
performed on time or completely. In this case,
Porsche SE should have the required flexibility to raise
capital as necessary, in particular to repay the first
tranche of the syndicated loan maturing on 30 June
2011 and to allow the merger. The proceeds from all
capital measures approved by the annual general
meeting are limited to 5 billion euro.
The resolution of the annual general meeting
on the capital increase was entered into the
commercial register on 13 January 2011, rendering it
effective. The other amendments to the articles of
association approved by the annual general meeting
on 30 November 2010 (these are the creation of new
contingent capital and authorized capital) were entered
into the commercial register and are also effective.
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