Extract to table

This expectation must be formally confirmed by Bähr Stein in writing

Prior utilizations — for example, for employee equity issuances under the Company's long-term incentive program, contributions to the ESOT, acquisition-related share issuances, or other purposes — must be deducted from the total authorization to determine the remaining available balance

The Vorstand resolution must be adopted by a majority of the members of the Vorstand in accordance with Halcyon's internal rules of procedure (Geschäftsordnung des Vorstands)

The Aufsichtsrat consent must also specifically cover the exclusion of pre-emptive rights if the Vorstand resolution provides for such exclusion, as is the case in the proposed Offering

If the Satzung does not authorize circular resolutions for matters of this nature, a formal meeting (Sitzung) of the Aufsichtsrat must be convened, which may require additional lead time for scheduling and notice purposes

Where pre-emptive rights apply, the company must offer the new shares to existing shareholders on a pro rata basis, and the subscription period must be at least two weeks (Section 186(1) sentence 2 AktG)