Other non-current financial liabilities

Other non-current financial liabilities include purchase price liabilities of € 1,631 thousand (2013: € 584 thousand), debtors with a credit balance, amounting to € 611 thousand (2013: € 485 thou- sand), rent obligations of € 592 thousand (2013: € 675 thousand) and a motor vehicle loan amounting to € 9 thousand (2013: € 0).

23. Equity

Changes in the equity capital are shown in Annex 4. Capital stock

The company’s capital stock at December 31, 2014 was € 14,879,574 (2013: € 14,615,791), divided into 14,879,574 (2013: 14,615,791) no- tional no-par value stocks.

Authorized and conditional capital

In conformity with the by-laws, the company’s authorized capital stock totaled € 5,561,177 as at December 31, 2014. It was subdivided as follows:

A resolution passed at the general meeting of stockholders on June 22, 2010 authorizes the Executive Board to increase the capital stock once or in several steps by up to a total of € 511,177 by issuing up to 511,177 new notional no-par value bearer stocks for a cash or non-cash consideration.

The stocks must be issued by June 20, 2015 and any issue of stocks is subject to the approval of the Supervisory Board.

The stockholders’ statutory subscription rights may be excluded in the following cases:

a) if the company increases the capital stock by issuing stocks for a non-cash consideration in the event of the acquisition of a compa- ny or parts of a company or equity investments in a company; b) if the company increases the capital stock by issuing stocks for a cash consideration, and the proportion of the capital stock accounted for by the new stocks for which subscription rights are excluded is not greater than 10 percent of the capital stock existing at the time the new stocks were issued; and if the issue price of the new stocks is not significantly lower than the stock market price of the stocks of the same securities class and nature that are already listed when the issue price is finally determined by the Executive Board, as laid down in Section 203, paragraphs 1 and 2, and Section 186, paragraph 3, sentence 4 of the German Stock Corporation Act (Aktiengesetz, AktG). The calculation of the 10 percent threshold must take into account the proportion of the capital stock accounted for by new or repurchased stocks issued or sold since June 22, 2010 with the simplified exclusion of pre-emptive rights in line with Section 186, paragraph 3, sentence 4 of the German Stock Corporation Act, as well as the proportion of the capital stock relating to option and/or conversion rights or obligations from bonds issued since June 22, 2010 in compliance with Section 186, paragraph 3, sentence 4 of this Act.

The Executive Board is also authorized to exclude fractional amounts from the stockholders’ subscription right.

The Executive Board will determine the nature of the relevant rights conferred by the stocks and the other conditions of the stock issue (authorized capital (2010) I), subject to the approval of the Supervisory Board.

A resolution passed at the general meeting of stockholders on June 25, 2014 authorizes the Executive Board to increase the capital stock once or in several steps by up to a total of € 650,000 by issuing up to 650,000 new notional no-par value bearer stocks for a cash consid- eration. The stocks must be issued by June 20, 2019 and any issue of stocks is subject to the approval of the Supervisory Board.

Stockholders are granted subscription rights to which the follow- ing applies:

a) The subscription rights may be excluded if the company increas- es the capital stock for a non-cash consideration in the event of the acquisition of a company or parts of a company or an equity interest in a company.

b) The subscription rights may be excluded if the company in- creases the capital stock by issuing stocks for a cash consideration, and the proportion of the capital stock accounted for by the new stocks, for which subscription rights are excluded, is not greater than 10 percent of the capital stock existing at the time the new stocks are issued; and if the issue price of the new stocks is not significantly lower than the stock market price of the stocks of the same securities class and nature that are already listed when the price is finally determined by the Executive Board, as laid down by Section 203, paragraphs 1 and 2, and Section 186, paragraph 3, sentence 4 of the German Stock Corporation Act (Aktiengesetz, AktG). The calculation of the 10 percent threshold must take into account the proportion of the capital stock accounted for by new or repurchased stocks issued or sold since June 18, 2013 with the simplified exclusion of subscription rights in line with Section 186, paragraph 3, sentence 4 of the German Stock Corporation Act, as well as the proportion of the capital stock relating to option and/ or conversion rights or obligations from bonds which have been issued since June 18, 2013 in compliance with Section 186, para- graph 3, sentence 4 of this Act.

The Executive Board is also authorized to exclude fractional amounts from the stockholders’ subscription rights.

The Executive Board will determine the nature of the relevant rights conferred by the stocks and the other conditions of the stock issue (authorized capital (2014) II, subject to the agreement of the Supervisory Board.

A resolution passed at the general stockholders’ meeting on June 25, 2014 authorizes the Executive Board to increase the company’s

capital stock once or in several steps by up to a total of € 4,400,000 by issuing up to 4,400,000 new notional no-par value bearer stocks for a cash consideration. The stocks must be issued by June 20, 2019, and any issue of stocks is subject to the approval of the Super- visory Board. Stockholders have been granted subscription rights. The Executive Board is also authorized to exclude fractional amounts from the stockholders’ subscription rights.

The Executive Board will determine the nature of the relevant rights conferred by the stocks and the other conditions of the stock issue subject to the approval of the Supervisory Board – autho- rized capital (2014) III.

The Executive Board made use of the above authorization in the fiscal year 2014 by using part of the authorized capital (2010) I. It passed the following resolution, with the approval of the Supervi- sory Board:

It was decided that the company’s capital stock should be in- creased by € 263,783 from € 14,615,791 to € 14,879,574 against non-cash contributions by issuing 263,783 new no-par value bearer stocks. Each stock represents € 1 of the capital stock. There was no subscription right for existing stockholders.

The capital stock was increased by the full amount of € 263,783 (equivalent to 263,783 new stocks) and the increase was recorded in the commercial register at Munich Local Court (Amtsgericht) under commercial register no. HRB 203845 on July 3, 2014. The au- thorized capital (2010/I) resolved by the general meeting of stock- holders on June 20, 2010 amounts to € 511,177 after partial use. No. 4 of the company’s by-laws (capital stock, authorized capital) was amended by resolution of the Supervisory Board on June 25, 2014. In accordance with the company’s by-laws, the conditional capital at December 31, 2014 amounted to € 1,450,000. The details of the conditional capital are as follows:

A resolution passed by the general meeting of stockholders on June 18, 2013 authorizes the Executive Board to issue convertible bonds or warrant bonds carrying conversion rights or options to buy new stocks in the company. The bonds can be issued in one or more tranches, but they must be issued by June 17, 2018 and any issue of bonds is subject to the approval of the Supervisory Board. The total nominal amount of the bonds may not exceed € 45,000,000, for an issue of up to 2,000,000 new no-par value stocks. The Executive Board is authorized to exclude the stockhold- ers’ subscription rights subject to the approval of the Supervisory Board, for the purpose, among others, of issuing the bond against cash. This applies only if the issue amount of the bonds is not significantly below their market value as calculated by approved methods of financial calculation, and the number of stocks that could come into existence by the exercising of the conversion

rights or options for the bonds does not exceed 10 percent of the capital stock, either at the time that the authorization becomes effective or – if this value is smaller – at the time the above authorization is exercised. The limit of 10 percent of the capital stock must include any sale of the company’s own stocks based on an authorization in line with Section 186, paragraph 3, sentence 4 of the German Stock Corporation Act applying at the time that this authorization comes into effect, or on another authorization replacing it and under which stockholders rights are excluded. In addition, the limit of 10 percent of the capital stock must include stocks issued from authorized capital and excluding stockholders’ subscription rights in line with Section 186, paragraph 3, sentence 4 of the German Stock Corporation Act during the period of this authorization until the convertible bonds or warrant bonds, for which stockholders’ subscription rights are excluded, are issued in accordance with the above Act. To determine the market value, the company must obtain an expert opinion from an experienced investment bank.

The Executive Board made use of the above authorization in the fiscal year 2014 by issuing a convertible bond for the total nom- inal amount of € 45,000,000 providing for the creation of up to 2,000,000 new no-par value stocks.

To secure the conversion rights, the general meeting of stockhold- ers on June 18, 2013 passed a resolution to create new conditional capital of up to € 2,000,000, designated as conditional capital (2013). The amendment to the company’s by-laws was entered in the commercial register on August 1, 2013.

At the general meeting of stockholders on June 25, 2014, the resolution passed at the general meeting of stockholders on June 18, 2013 regarding the creation of conditional capital of up to € 2,000,000 by issuing up to 2,000,000 new no-par value stocks was rescinded to the extent that the conditional capital (2013) now only amounts to up to € 1,450,000, equivalent to 1,450,000 new no-par value stocks. The amendment to the company’s by-laws was entered in the commercial register on July 17, 2014.

The capital stock is therefore increased conditionally by up to € 1,450,000 by the issue of up to 1,450,000 new no-par value stocks (contingent capital (2013) I). The conditional increase in capital will only be implemented to the extent that holders of the convert- ible bond issued on March 27, 2014 exercise their conversion rights in line with the terms and conditions of the bond. The stocks will be issued at the relevant conversion price under the terms and conditions of the bond. The new stocks will carry dividend rights from the beginning of the fiscal year for which, at the time of their issue, no resolution of the general meeting of stockholders has been passed on the appropriation of the net retained profits/ (net accumulated losses). The Executive Board is authorized to de- termine the other details for the implementation of the conditional capital increase with the approval of the Supervisory Board.

The Executive Board is not aware of any restrictions on voting rights or on the transfer of stocks.

Net retained profits/(net accumulated losses)

In accordance with the resolution of the general meeting of stock- holders, a dividend of € 0.40 per stock (total € 5,847 thousand) was paid in 2014 from the net retained profits/(net accumulated losses) generated in the previous year.