GPCB » Topics » Exercise Procedure; Issuance of New Shares

These excerpts taken from the GPCB 20-F filed Jun 21, 2007.

Exercise Procedure; Issuance of New Shares

 

(1) In order to exercise the option right, the Optionee shall

 

  a) submit a written notice of exercise, in duplicate, to the exercise agent or to a fiduciary agent engaged for that purpose (cf. § 17) using the form available from such exercise agent or fiduciary agent; and

 

  b) pay the full subscription price in euros, free of costs and charges to the Company, to the bank account of the Company as indicated on the exercise notice form.

 

(2) Notices received by the exercise agent during the periods indicated in § 4 and § 5 shall be considered to have been submitted and received as of the following banking day on which exercise of the option right is again permitted. The Optionee may retract his or her exercise notice only as long as such notice is not yet deemed to have been received.

 

(3) New shares shall be printed and delivered in the form provided for by the Company’s applicable Articles of Incorporation, as amended. Delivery shall be authorized — to the extent possible and subject to full payment of the subscription price — within ten banking days after the exercise notice has taken effect. This requires the authorization of a financial institution by the Company. Should the delivery of the shares be delayed due to circumstances outside of the control of the Company, the Company shall not be liable for such delay.

 

(4) In the event that the Optionee intends to sell the new shares acquired through exercise of the option immediately after receiving them, the Company, in the interest of placing the shares in a manner not disruptive to the market, shall be entitled to offer the new shares arising from multiple exercises on behalf of the Optionees and in a manner that safeguards their interests, for example, to institutional investors as blocks of shares. At the request of the Company, the Optionees shall cooperate in such placement in a suitable and appropriate manner designed not to disrupt the market.

 

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(5) New shares may be issued only in accordance with the provisions of the present option terms and not prior to full payment of the subscription price pursuant to § 7 (cf. Section 199 para 1 German Stock Corporation Act).

 

(6) The exercise of the Option shall be entered into the electronic stock ledger of the Company and is deemed complete with the delivery of the shares.

Exercise Procedure; Issuance of New Shares

 

(1) In order to exercise the option right, the Optionee shall

 

  a) submit a written notice of exercise, in duplicate, to the exercise agent or to a fiduciary agent engaged for that purpose (cf. § 17) using the form available from such exercise agent or fiduciary agent; and

 

  b) pay the full subscription price in euros, free of costs and charges to the Company, to the bank account of the Company as indicated on the exercise notice form.

 

(2) Notices received by the exercise agent during the periods indicated in § 4 and § 5 shall be considered to have been submitted and received as of the following banking day on which exercise of the option right is again permitted. The Optionee may retract his or her exercise notice only as long as such notice is not yet deemed to have been received.

 

(3) New shares shall be printed and delivered in the form provided for by the Company’s applicable Articles of Incorporation, as amended. Delivery shall be authorized — to the extent possible and subject to full payment of the subscription price — within ten banking days after the exercise notice has taken effect. This requires the authorization of a financial institution by the Company. Should the delivery of the shares be delayed due to circumstances outside of the control of the Company, the Company shall not be liable for such delay.

 

(4) In the event that the Optionee intends to sell the new shares acquired through exercise of the option immediately after receiving them, the Company, in the interest of placing the shares in a manner not disruptive to the market, shall be entitled to offer the new shares arising from multiple exercises on behalf of the Optionees and in a manner that safeguards their interests, for example, to institutional investors as blocks of shares. At the request of the Company, the Optionees shall cooperate in such placement in a suitable and appropriate manner designed not to disrupt the market.

 

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(5) New shares may be issued only in accordance with the provisions of the present option terms and not prior to full payment of the subscription price pursuant to § 7 (cf. Section 199 para 1 German Stock Corporation Act).

 

(6) The exercise of the Option shall be entered into the electronic stock ledger of the Company and is deemed complete with the delivery of the shares.
This excerpt taken from the GPCB 20-F filed Apr 3, 2006.

Exercise Procedure; Issuance of New Shares

 

(1) In order to exercise the option right, the Optionee shall

 

  a) submit a written notice of exercise, in duplicate, to the exercise agent or to a fiduciary agent engaged for that purpose (cf. § 17) using the form available from such exercise agent or fiduciary agent; and

 

  b) pay the full subscription price in euros, free of costs and charges to the Company, to the bank account of the Company as indicated on the exercise notice form.

 

(2) Notices received by the exercise agent during the periods indicated in § 4 and § 5 shall be considered to have been submitted and received as of the following banking day on which exercise of the option right is again permitted. The Optionee may retract his or her exercise notice only as long as such notice is not yet deemed to have been received.

 

(3) New shares shall be printed and delivered in the form provided for by the Company’s applicable Articles of Incorporation, as amended. Delivery shall be authorized — to the extent possible and subject to full payment of the subscription price — within ten banking days after the exercise notice has taken effect. This requires the authorization of a financial institution by the Company. Should the delivery of the shares be delayed due to circumstances outside of the control of the Company, the Company shall not be liable for such delay.

 

(4) In the event that the Optionee intends to sell the new shares acquired through exercise of the option immediately after receiving them, the Company, in the interest of placing the shares in a manner not disruptive to the market, shall be entitled to offer the new shares arising from multiple exercises on behalf of the Optionees and in a manner that safeguards their interests, for example, to institutional investors as blocks of shares. At the request of the Company, the Optionees shall cooperate in such placement in a suitable and appropriate manner designed not to disrupt the market.

 

- 5 -


(5) New shares may be issued only in accordance with the provisions of the present option terms and not prior to full payment of the subscription price pursuant to § 7 (cf. Section 199 para 1 German Stock Corporation Act).

 

(6) The exercise of the Option shall be entered into the electronic stock ledger of the Company and is deemed complete with the delivery of the shares.
This excerpt taken from the GPCB 20-F filed Mar 31, 2005.

Exercise Procedure; Issuance of New Shares

 

(1) In order to exercise the option right, the Optionee shall

 

  a) enter the number of options to be exercised and the exercise date in the original warrant. In addition, the Optionee shall sign such exercise in the original warrant and obtain the Company’s countersignature;

 

  b) submit a written notice of exercise, in duplicate, to the exercise agent or to a fiduciary agent engaged for that purpose (cf. § 17) using the form available from such exercise agent or fiduciary agent; and

 

  c) pay the full subscription price in euros, free of costs and charges to the Company, to the bank account of the Company as indicated on the exercise notice form.

 

(2) Notices received by the exercise agent during the periods indicated in § 4 and § 5 shall be considered to have been submitted and received as of the following banking day on which exercise of the option right is again permitted. The Optionee may retract his or her exercise notice only as long as such notice is not yet deemed to have been received.

 

(3) New shares shall be printed and delivered in the form provided for by the Company’s applicable Articles of Incorporation, as amended. Issuance shall be effected — to the extent possible and subject to full payment of the subscription price — within ten banking days after the exercise notice has taken effect.

 

(4) In the event that the Optionee intends to sell the new shares acquired through exercise of the option immediately after receiving them, the Company, in the interest of placing the shares in a manner not disruptive to the market, shall be entitled to offer the new shares arising from multiple exercises on behalf of the Optionees and in a manner that safeguards their interests, for example, to institutional investors as blocks of shares. At the request of the Company, the Optionees shall cooperate in such placement in a suitable and appropriate manner designed not to disrupt the market.

 

(5) New shares may be issued only in accordance with the provisions of the present option terms and not prior to full payment of the subscription price pursuant to § 7 (cf. Section 199 para 1 German Stock Corporation Act).

 

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