Statutory disclosures of the Executive Board under the terms of Arts. 289(4) and 315(4) HGB
Vossloh AG’s capital stock of €37,825,041.04 is divided into 14,795,870 no-par bearer shares of common stock. In the course of 2009, altogether 24 new shares were issued as stock options were exercised under the stock option programs.The Vossloh Family Pool owned a stake of 31.03 percent, according to information furnished in March 2010 by Familiengemeinschaft Vossloh GbR. Voting right exercise by Vossloh family members has been pooled by contractual agreement.
According to the Company’s bylaws, the Executive Board shall have at least one member but should generally comprise not less than two. The Supervisory Board determines the number of Executive Board members and may appoint a chairperson or spokesperson (CEO) as well as a vice-chairperson or vice-spokesperson of the Executive Board. Executive Board deputy members may be appointed, too. In accordance with the provisions of Art. 84(1) AktG, Executive Board members are appointed for a maximum term of five years, their reappointment or the renewal of their term of office being permitted. The appointment of an Executive Board member may be revoked in the cases set out in Art. 84(3) AktG.
In conformity with the bylaws but subject to overriding statutory provisions to the contrary, the general meeting shall pass its resolutions with the simple majority of votes cast. Where the law prescribes a stock ownership majority in addition to a voting majority, the simple majority of the capital stock represented at the vote shall suffice unless the provisions of the law or Vossloh AG’s bylaws prescribe otherwise. Any vote resulting in a tie shall be deemed a nay to the agenda item or proposal.
According to the bylaws, any of the following business shall require a minimum nine-tenth majority of the capital stock represented at the vote:
1. Execution of a direct-control (subordination) and profit & loss transfer agreement
2. Execution of a merger agreement under which Vossloh AG’s assets are transferred in their entirety either to another entity as transferee in return for the grant of such transferee’s stock (absorbing merger) or to a new enterprise (consolidation)
3. Execution of an agreement that obligates Vossloh AG to transfer all of its corporate assets
Moreover, the provisions of the German Stock Corporation Act (AktG) specify certain cases in derogation of the principle of a simple voting (Art. 133 AktG) or capital majority.
At December 31, 2009, capital of €7,500,000 was authorized.
The annual general meeting of June 3, 2004, conditionally raised the capital stock by up to €1,840,650.77 by issuing a maximum of 720,000 no-par bearer shares of common stock in order to grant stock options to officers of Vossloh AG, as well as to officers and executives of Vossloh subsidiaries under the terms of Arts. 15 et seq. AktG. By December 31, 2009, the 145,680 shares issued thereunder increased the capital stock by altogether €372,425.00.
Moreover, the capital stock was conditionally raised by up to €383,468.91 by issuing a maximum of 150,000 no-par bearer shares of common stock in order to grant stock options to employees of Vossloh AG and its German subsidiaries under the terms of Arts. 15 et seq. AktG. Out of this authorized but unissued capital, altogether 10,309 shares were issued by December 31, 2009, thus raising the capital stock by €26,354.55.
As resolved by the annual meeting of Vossloh AG’s stockholders on May 20, 2009, the Company is authorized pursuant to Art. 71(1)(8) to repurchase shares of treasury stock equivalent to up to ten percent of the capital stock.
If treasury stock is purchased via a stock exchange, the consideration given in return for treasury shares may not be more than ten percent above or below of the Vossloh share price as quoted at the opening auction of the Xetra trade at the Frankfurt Stock Exchange on the trading day.