Capital increase
Report of the Board on the Capital Increase "Authorized Capital"
The undersigned board member, Mr. Karl-Heinz Stöckle, of the European Breeders Trust AG in 87480 Weitnau HRB Kempten 13941, submits the following report on the course of the capital increase:
1. According to § 3 (4) of the articles of incorporation of the company European Breeders Trust AG, based in Weitnau, the board is authorized, with the consent of the supervisory board, to increase the share capital by issuing new shares against cash or non-cash contributions one or more times, but in total by no more than EUR 200,000.00 in registered shares (authorized capital).
The issuance of preference shares within the legal framework is expressly permitted. These may be equal to existing preference shares but may not take precedence over them.
The board is authorized to exclude the statutory subscription rights with the consent of the supervisory board.
The company - and thus the authorization - was registered in the commercial register on 19.09.2017. The board has not yet made use of this authorization.
2. The board of the European Breeders Trust AG resolved on July 7, 2022, under utilization of this authorization, to increase the company's share capital from EUR 400,000.00 by EUR 200,000.00 to EUR 600,000.00 by issuing 660 new registered common shares with voting rights and 1,340 registered preference shares without voting rights, each with a pro-rata amount of the share capital of EUR 100.00.
3. The supervisory board of the European Breeders Trust AG approved the board's resolution on July 9, 2022, in accordance with the authorization in § 3 para. 4 sentence 3 of the articles of incorporation. With full utilization of the authorized capital, upon registration of the execution of the capital increase in the commercial register, § 3 para. 4 of the articles of incorporation (Authorized Capital) will be deleted and § 3 para. 1 of the articles of incorporation (Share Capital) will read as follows:
“The company's share capital amounts to EUR 600,000.00 (in words: six hundred thousand euros), divided into 6,000 registered shares
is divided into
• 3,700 registered shares with voting rights and
• 2,300 registered preference shares without voting rights
The preference shares are designed with a profit preference in accordance with § 11 No. 1 of the articles of incorporation.”
4. Of the total 1,340 new registered preference shares without voting rights, 480 were offered directly to existing shareholders of registered preference shares without voting rights at a ratio of 2:1. Thus, each shareholder of registered preference shares without voting rights is entitled to subscribe and acquire one (1) new registered preference share without voting rights for two (2) old registered preference shares without voting rights.
The subscription rights of the existing shareholders of registered ordinary shares with voting rights were excluded for the registered preference shares without voting rights (so-called crossed exclusion of subscription rights).
Of the total 1,340 new registered preference shares without voting rights, 860 pieces were offered directly to all existing shareholders at a ratio of 4.65:1. Thus, each shareholder of ordinary shares and/or preference shares is entitled to subscribe and acquire one (1) new preference share for 4.65 old ordinary shares and/or preference shares.
For respective fractional amounts in the exercise of subscription rights of preference shares, the subscription rights of the affected shareholders were excluded. Only the shareholder Arabian Futurity Europe vzw was admitted to subscribe for the new preference shares excluded from the shareholders' subscription rights as free fractions and unexercised subscription rights.
5. With a letter dated 12.07.2022, all shareholders who were registered in the
share register on that day were informed about the capital increase and advised of their subscription rights. The shareholders were asked to either exercise their subscription rights or declare their waiver as follows.
As a shareholder with ________ registered preference shares without voting rights and with ________ registered ordinary shares in the company, I hereby waive my statutory subscription right and my subscription claim regarding the new registered preference shares without voting rights and registered ordinary shares with voting rights to be issued as a result of the aforementioned board resolution.
Weitnau, 17.08.2022
Board
Karl Heinz Stöckle