AEG 21604 G Manual do Utilizador descarregar pdf (Página 101)

Authorised Share Capital

The authorised share capital of the Issuer, including the issued share capital, amounts to

EUR 37,560,018.00 divided into 150,240,072 shares without indication of a nominal value but each Share

having the same par value. Until 5 July 2015, the Board of Directors is authorised to (i) issue shares, (ii)

to issue new shares following, as the case may be, the exercise of subscription and/or conversion rights

granted by the Board of Directors within the limits of the authorised capital under the terms and condi-

tions of the warrants as from time to time issued by the Issuer against payment in cash or in kind, by con-

version of claims against the Issuer or in any other manner, (iii) to grant options to subscribe for shares

and to issue any other instruments convertible into shares, within the limits of the authorised share capital,

to such persons it shall see fit, and specifically to proceed to such issue by suppressing or limiting the

existing shareholder's/shareholders' preferential right to subscribe for the new shares to be issued.

Warrants

In the initial public offering of the shares in the Issuer in 2008, the Issuer also issued a total of 31,000,000

warrants to public shareholders and its founders entitling the warrant holders to acquire one share in the

Issuer for each warrant at a price of EUR 7.50 per share.

The warrants are governed by Guernsey law and will expire on the end of the trading day at NYSE Eu-

ronext Amsterdam following the occurrence of the fourth anniversary of the admission of the shares and

warrants to trading at NYSE Euronext Amsterdam (i.e. 21 May 2012).

The Issuer may call the warrants for redemption in whole but not in part at a price of EUR 0.01 per war-

rants upon not less than 30 days' prior written notice of redemption to each warrant holder; and if, and

only if, the closing price of the Issuer's shares (as quoted on the Daily Official List of Euronext) equals or

exceeds EUR 13.25 per Share for any 20 trading days within a 30 trading day period ending on the third

business day prior to the notice of redemption to warrant holders. If the warrants are called for redemp-

tion, the warrant holders may still exercise the warrants prior to the redemption date

The Issuer may request that the warrants are exercised on a "cashless basis". This means that the Issuer

may request that all holders of warrants would pay the exercise price by surrendering its warrants for that

number of shares equal to the quotient obtained by dividing (x) the product of the number of shares under-

lying the warrants, multiplied by the difference between the "fair market value" (defined below) and the

exercise price of the warrants by (y) the fair market value. The "fair market value" shall mean the average

closing price of shares (as quoted in the Daily Official List of Euronext) for the 10 trading days ending on

the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Business of the Issuer

Overview

AEG PS Group is a leading provider of highly-engineered custom and standard power system solutions

for a broad range of applications with a particular focus on the solar industry.

AEG PS Group operates in two business segments: Renewable Energy Solutions and Energy Efficiency

Solutions.

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AEG 21604 G Manual do Utilizador Página 101