In accordance with Section 315 (4) HGB, STADA is obligated to disclose the following information in the Annual Report:
Composition of share capital, rights and obligations/restrictions associated with shares, which affect the transfer of shares.
As of December 31, 2011, share capital consisted of 58,966,360 ordinary shares, each with an arithmetical share of share capital of € 2.60 per share.
These ordinary shares of STADA Arzneimittel AG are exclusively registered shares with restricted transferability, which, under the Articles of Incorporation, can only be entered into the share registry with the approval of the Company and which, in accordance with the Articles of Incorporation, grant one vote each in the Annual General Meeting. Shareholders are only those who are registered as such in the
share registry and only such persons are authorized to participate in the Annual General Meeting and to exercise voting rights.
Shares acquired by employees within the scope of the employee stock option program are subjected to a three-year lockup period.
Appointment and dismissal of Executive Board members/Amendments to the Articles of Incorporation
The Executive Board is appointed and dismissed exclusively in accordance with legal regulations.
The Articles of Incorporation do not provide special provisions on the appointment or dismissal of individual and all members of the Execu- tive Board. Only the Supervisory Board is responsible for the appointment and dismissal. It appoints members of the Executive Board for a maximum of five years. A repeated appointment or extension of the term is allowed, for a maximum of five years each.
The Articles of Incorporation may generally be amended through a resolution of the Annual General Meeting.
The amendment takes effect with the entry of the amendment to the Articles of Incorporation into the commercial register. Amendments to Articles of Incorporation require, according to Section 179 (1) of the German Stock Corporation Act (AktG), a resolution of the Annual General Meeting, provided no other majority is foreseen, a majority of three-fourths of the share capital represented in the vote pursuant to Section 179 (2) AktG. Insofar as a change to the purpose of the company is affected, the Articles of Incorporation may call for a large majority. The Articles of Incorporation exercises in Section 23 (1) AktG the possibility of a deviation pursuant to Section 179 (2) AktG shall be passed by a simple majority of the votes cast and, insofar as a majority of the share capital is represented at the time the resolution is passed, with a simple majority of the capital present insofar as this is legally permissible. In case of a tie, a motion shall be deemed denied.
Furthermore, the Supervisory Board is authorized in accordance with Section 32 of the Articles of Incorporation to resolve on amendments and additions to the Articles of Incorporation which relate only to their wording.
Authorizations of the Executive Board to issue or buy back shares
The Executive Board has been authorized by the Annual General Meeting on June 10, 2008 to raise new authorized capital. The resolution authorizes the Executive Board, with the approval of the Supervisory Board, to increase the share capital of the Company on one or more occasions by June 10, 2013, by up to € 76,346,010.00 through the issue of up to 29,363,850 registered shares with restricted transfer- ability against contributions in cash and/or in kind. The Executive Board is authorized, with the approval of the Supervisory Board, to fix further details for implementing capital increases from the authorized capital. The Executive Board has not made use of this authorization to date.
In addition, the Annual General Meeting on June 10, 2008 authorized the Executive Board, on or before June 9, 2013, on one or more occasions a) to issue bonds with warrants and/or convertible bonds in an aggregate nominal amount of up to € 1,000,000,000.00 and with a maturity of up to 20 years through the Company or through companies in which the Company directly or indirectly has a majority holding (“subordinated Group companies”), and b) to assume the guarantee for such bonds with warrants and/or convertible bonds issued by subordinated Group companies of the Company and to grant the holders or creditors of bonds with warrants and/or convertible bonds, op- tion and/or conversion rights up to a total of 25,701,330 registered shares with restricted transferability of the Company, representing a proportionate amount of the share capital of up to € 66,823,458.00 in accordance with the more detailed provisions of the respective terms of the bonds with warrants and/or convertible bonds.
For the purposes of servicing these bonds with warrants and/or convertible bonds, the Annual General Meeting on June 10, 2008 condition- ally increased the share capital by up to € 66,823,458.00 by issuing up to 25,701,330 registered shares with restricted transferability and carrying a dividend right as of the beginning of the financial year in which they are issued. The Executive Board is authorized to determine the further details of implementation of the conditional capital increase (Conditional Capital 2008/I). The Executive Board has not made use of this authorization to date.
The share capital of the Company was conditionally increased as of December 31, 2011 by up to € 8,902,036 by issuing up to 3,423,860 registered shares with restricted transferability (Conditional Capital 2004/I). The conditional capital increase will be effected only insofar as the holders of warrants exercise their option rights.
Following the resolution adopted at the Annual General Meeting on June 16, 2011, in accordance with Section 71 (1) no. 8 AktG, the Company was authorized from June 17, 2011 until June 16, 2013 to acquire own shares of up to 10% of the share capital. The Executive Board has not made use of this authorization to date.
The Company’s agreement with members of the Executive Board for the case of a change of control
For the agreement of the company with members of the Executive Board in the case of a change of control, please refer to the Remunera- tion Report in this annual report.