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    EXL   DE000A0LR9G9

EXASOL AG

(EXL)
  Report
Delayed Xetra  -  11:36 2022-08-12 am EDT
4.920 EUR   +13.89%
07/29PRELIMINARY FIGURES : Exasol provides overview of first half of 2022 and confirms outlook
EQ
07/06Annual General Meeting of Exasol AG votes for expansion of Supervisory Board and elects new members
EQ
07/06Exasol AG Announces Board Elections
CI
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Exasol : Comparison version of the Articles of Association

05/27/2022 | 06:44am EDT

Comparison version of the Articles of Association of Exasol AG

Convenience Translation

ARTICLES OF ASSOCIATION of EXASOL AG

I. General Provisions

§ 1 Company Name

The name of the Company is:

EXASOL AG

§ 2 Registered Office

The registered office of the Company is in Nuremberg.

§ 3 Corporate Purpose of the Company

  1. The corporate purpose of the Company is system development and consulting in the field of information technology.
  2. The Company may conduct any type of business, it may establish branches and/or subsidiaries in Germany and abroad, and it may enter into equity investments that are suitable to directly or indirectly serve the purpose of the Company.

§ 4 Fiscal Year

The Company's fiscal year is the calendar year.

§ 5 Duration of the Company

The Company is established for an indefinite period.

§ 6 Announcements

The Company's notices are published exclusively in the German Federal Gazette (Bundesanzeiger).

  1. Share Capital and Shares § 7 Share Capital

Comparison version of the Articles of Association of Exasol AG, Resolution proposal of Executive Board and Supervisory Board to agenda items 5, 7, 8 and 9, Convenience translation

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Convenience Translation

  1. The share capital of the Company amounts to EUR 24,438,870.00 and is divided into 24,438,870 no-par value shares.
  2. The Executive Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company one or multiple times on or before July 21, 2025 by up to a total of EUR 8,887,935.00 by issuing up to 8,887,935 new registered no-par value shares against cash and/or non-cash contributions (Authorized Capital 2020). The Shareholders shall principally be granted subscription rights; the statutory subscription rights may also be granted in such a way that the new shares are assumed by a credit institution or an equivalent institution in accordance with Section 186 (5) Sentence 1 AktG subject to the obligation to offer subscriptions to the Shareholders of the Company. However, the Executive Board is authorized, with the approval of the Supervisory Board, to preclude Shareholders' statutory subscription rights,
    to the extent necessary to compensate for fractional amounts;
    if the shares are issued against contributions in kind for the purpose of acquiring enterprises or interests in enterprises or parts of enterprises;
    if a capital increase against cash contributions does not exceed 10% of the share capital and the issue price of the new shares is not significantly lower than the stock market price (Art. 186 Par. 3 Sentence 4 AktG); when exercising this authorization for the preclusion of subscription rights pursuant to Art. 186 Par. 3 Sentence 4 AktG, the preclusion of subscription rights on the basis of other authorizations pursuant to Art. 186 Par. 3 Sentence 4 AktG must be taken into account.
    The Executive Board is authorized, with the consent of the Supervisory Board, to determine the further details of the capital increase and its implementation. The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the extent to which the capital increase from authorized capital is implemented.
  1. The Executive Board is authorized, with the approval of the Supervisory Board, to increase the share capital of the Company in full or in partial amounts, on one or more occasions on or before July 5, 2027 by up to a total of EUR 7,331,661.00 by issuing up to 7,331,661 new registered no-par value shares against cash and/or non-cash contributions (Authorized Capital 2022). The Shareholders must generally be granted subscription rights. The new shares may also be acquired by one or more credit institution(s) specified by the Executive Board or an undertaking in accordance with Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act (Kreditwesengesetz (KWG)), with an obligation to offer them to the Shareholders (indirect subscription right). However, the Executive Board is

Comparison version of the Articles of Association of Exasol AG, Resolution proposal of Executive Board and Supervisory Board to agenda items 5, 7, 8 and 9, Convenience translation

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Convenience Translation

authorized, with the approval of the Supervisory Board, to preclude Shareholders' statutory subscription rights in the following cases:

  • to exclude fractional amounts from the subscription right;
  • in the event of capital increases against contributions in kind for the purpose of (also an indirect) acquisition of companies, parts of companies or equity interests in companies, to acquire other assets (including third party claims against the Company or undertakings connected to the Company);
  • to satisfy subscription rights to holders of share options, convertible bonds or debentures;
  • In the event of capital increases against cash contributions, if the issue price of the new shares is not significantly below the stock market price of shares of the Company with the same features at the time the issue price is finalized. Shares issued on the basis of this authorization under exclusion of subscription rights pursuant to Section 203 (1) and Section 186 (3) sentence 4 AktG in total may not exceed 10% of the share capital of the Company at the time the authorization becomes effective or, if lower, the time when this authorization is exercised.

The authorizations, in the paragraphs above, to exclude subscription rights in the event of capital increases against contributions in cash and/or in kind are limited in total to an amount not exceeding 10% of the share capital at the time this authorization becomes effective or at the time this authorization is exercised. The following shall be counted towards the aforementioned 10% limit: (i) shares issued during the term of this authorization using the Authorized Capital with exclusion of Shareholders' subscription rights, (ii) treasury shares sold during the term of this authorization with exclusion of subscription rights, and (iii) those shares issued to service bonds (including profit participation rights) with conversion or option rights or conversion obligations (or a combination of these instruments) or are to be issued on the basis of the conversion price valid at the time of the resolution of the Executive Board on the utilization of the Authorized Capital 2022, provided that the bonds or profit participation rights were issued during the term of this authorization while excluding Shareholders' subscription rights.

Shares issued on basis of the Conditional Capital 2020 as amended on June 30, 2021 or any future version to grant new shares to employees of the Company and to employees of subsidiaries of the Company within the meaning of Section 15 et seq. AktG or any further conditional capitals to grant new shares to employees of the Company or employees or members of the management of a subsidiary of the Company are not to be counted towards the aforementioned 10% limit.

Comparison version of the Articles of Association of Exasol AG, Resolution proposal of Executive Board and Supervisory Board to agenda items 5, 7, 8 and 9, Convenience translation

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Convenience Translation

The Executive Board is authorized, with the Supervisory Board's approval, to determine the further content of the rights granted by shares and the conditions governing their issuance. The Supervisory Board is authorized to adjust the version of the Articles of Association in accordance with the implementation of the capital increase using the Authorized Capital.

  1. The share capital of the Company is conditionally increased by up to EUR 6,200,000.00 by issuing up to 6,200,000 new registered shares with a nominal value of EUR 1.00 per share (Conditional Capital 2019/I). The conditional capital increase will only be carried out to the extent that the holders or creditors of convertible bonds or warrant-linked bonds or certificates conferring convertible or warrant rights issued or guaranteed prior to expiration on 4 December 2024, on the basis of the authorization by the Annual General Meeting of the Company on 5 December 2019 or by its group of companies, exercise their convertible or warrant rights, or insofar as such parties are obliged to exercise convertible rights they duly fulfill such convertible right obligations, and insofar as treasury shares from authorized capital are not used to service such convertible rights or warrant rights or used for fulfillment of convertible rights obligations or used for cash settlements. The new shares shall participate in profits from the beginning of the fiscal year in which they are issued as a result of the exercise of convertible or warrant rights or as a result of the fulfillment of convertible right obligations. The Executive Board is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.
    The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the respective utilization of the conditional capital; the same applies in the event of non-utilization of the authorization to issue convertible bonds or warrant-linked bonds or convertible or warrants rights within the authorized period as well as in the event of the non-utilization of the Conditional Capital 2019/I after expiration of the deadlines for the exercise of convertible and warrant rights.
  2. The share capital of the Company is conditionally increased by up to EUR 2,443,887.00 by issuing up to 2,443,887 new no-par value bearer or registered shares (Conditional Capital 2020 as amended on June 30, 2021). The Conditional Capital 2020 serves exclusively to grant new shares to selected employees of the Company as well as to selected employees of companies affiliated with the Company to whom option rights have been or will be granted on the basis of the authorization of the Annual General Meeting of July 22, 2020 or on the basis of the authorization of the Annual General Meeting of June 30, 2021. The shares shall be issued at the issue price specified in the above authorization. The conditional capital increase shall only be implemented to the

Comparison version of the Articles of Association of Exasol AG, Resolution proposal of Executive Board and Supervisory Board to agenda items 5, 7, 8 and 9, Convenience translation

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Exasol AG published this content on 27 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2022 10:41:57 UTC.


© Publicnow 2022
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Sales 2022 34,6 M 35,5 M 35,5 M
Net income 2022 -11,1 M -11,3 M -11,3 M
Net cash 2022 11,2 M 11,5 M 11,5 M
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Jan-Dirk Henrich Chief Operating & Financial Officer
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