Translation of "Bezugsrechtsausschluss" in English

However, subscription rights may be excluded under certain conditions stated in the authorization resolutions.

Below you will find the report of voestalpine AG's Management Board concerning the exclusion of the subscription rights.

Even if the provision of § 186 (3), sentence 4 AktG on the easier subscription right exclusion on issues of participation rights and financial instruments without conversion or option rights and/or conversion obligations, which are issued as Solvency II Instruments, does not fit directly, it can nonetheless be concluded that the market requirements can justify an exclusion of the subscription right if the shareholders do not suffer any, or any notable disadvantage through the kind of pricing, which ensures that the economic value of a subscription right is close to zero.

A report by the management board on the use of the approved capital and the exclusion of the subscription right is available from the company.

Under agenda item 5, the shareholders granted the Company a new authorization to purchase and use treasury shares, which also includes the possibility of excluding the subscription right (if the previous authorization is cancelled), after the authorization for subscription right exclusion according to Article 186, paragraph 3, Sentence 4 AktG, adopted in the Annual General Meeting on May 23, 2013 was completely utilized as a result of the partial utilization of authorized capital under the subscription right exclusion in October 2013.

For each existing share (held on 31 January 2019, 23:59 Central European Summer Time) of Unternehmens Invest Aktiengesellschaft (ISIN AT0000816301) one subscription right will be granted, as far as the subscription rights were not excluded by resolution of the general meeting (partial exclusion of the subscription rights).

For this purpose, S & T AG, Linz (Austria), has today taken a decision in principle on a non-cash capital increase, excluding subscription rights of the existing shareholders.

The transaction structure agreed on by United Internet and Drillisch envisages that, in the first step, United Internet will contribute around 7.75% of the 1 & 1 Telecommunication SE shares to Drillisch in return for the issue of a total of 9,062,169 new Drillisch shares from authorized capital under the exclusion of subscription rights ("Capital Increase I").

For the capital decisions under items 6, 7 and 9, the exclusion of subscription rights is possible under certain conditions, but this is limited to a maximum of 20% of the share capital (voluntary self-restriction).

In the first step, it is intended that United Internet transfers around 7.75% of its shares in 1 & 1 Telecommunication to Drillisch in a capital increase by way of contribution-in-kind from authorized capital under the exclusion of subscription rights.

In the first step, United Internet transferred 9,372 shares in 1 & 1 Telecommunication SE (or about 7.75 percent of the share capital of 1 & 1 Telecommunication) to Drillisch in a capital increase by way of contribution-in-kind from authorized capital under the exclusion of subscription rights.

The cash capital increase is intended to give the free float shareholders the opportunity of avoiding any dilution of their shares in the Company (through the non-cash capital increase subject to the exclusion of subscription rights).

With a total value of EUR 43 million, the transaction is being financed by assuming existing bank debt as well as the non-cash issue of new shares. Roughly 2.4 million new shares will be issued at a price of EUR 5.50 each and paid for through the contribution of the shares in the property owning entity; the existing shareholders´ pre-emptive subscription rights are excluded.

Within its already existing authorization to exclude subscription rights limited to the aggregate amount of approximately 20% of the current share capital, the Management Board shall be further authorized upon utilization of the Authorized Capital 2010/I to exclude the subscription rights by up to 10% of the share capital.

For the full utilization of the nominal amount of EUR 15 million under exclusion of subscription rights, additional authorizations may be required by the Annual General Meeting.

Additionally, a resolution on the cancellation of existing and the creation of new Authorized Capital, including the authorization to exclude subscription rights and an amendment to the Articles of Association, was approved by 89.22%.

This authorization to exclude subscription rights shall only apply, however, to bonds carrying conversion or option rights or conversion obligations to shares in the Company corresponding to a proportionate amount of the share capital not exceeding 10% in the aggregate, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization.

Absent a further resolution on the exclusion of stockholders' subscription rights, the Board of Management also may only exclude stockholders' subscription rights to a volume of shares issued under other authorizations regarding capital measures (Authorized Capital II, bonds with warrants or convertible bonds, purchase and disposal of own shares) that did not represent more than 20% of the existing capital stock at the time the respective resolution was adopted by the Annual Stockholders' Meeting on April 29, 2014.

A disapplication of subscription rights is also deemed to exist if shares are sold and/or issued in direct, corresponding, or analogous application of section 186 (3) sentence 4 AktG during the term of this authorization.

If another authorisation for a disapplication of shareholders' pre-emption rights that was exercised during the term of this authorisation is renewed by the Annual General Meeting, however, the disapplication limit will not apply to the extent that the renewed authorisation permits the issue of shares with disapplication of pre-emption rights.

A disapplication of subscription rights is also deemed to exist if shares are sold and/or issued in direct, corresponding, or analogous application of section 186 (3) sentence 4 AktG.