STADA

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Master data
Code no. 725180
ISIN DE0007251803
Ticker symbol XETRA SAZ
Ticker symbol Reuters STAGn.DE
Ticker symbol Bloomberg SAZ:GR
Class Registered shares without par value
Admission Segment Prime Standard / Official Market
Freefloat 100%
Index MDAX (since July 2001), EuroSTOXX 600 (since December 2002), MSCI Small Cap Europe (since May 2003)
Listing Germany Xetra, Frankfurt, Berlin, Düsseldorf, Hamburg, Hannover, Munich, Stuttgart
Capital Stock 162,090,344 EUR
Capital Stock / Shares 62,342,440
Authorized Capital* 77,134,304 EUR
Conditional Capital** 69,188,340 EUR

Purchase of own shares

In accordance with the resolution adopted by the Annual General Meeting on June 5, 2013, the Company is authorized to purchase own shares at a value of up to 10% of the company's share capital from June 6, 2013 until June 5, 2018. As of April 26, 2013, the company held 93,180 treasury shares (December 31, 2012: 96,391)

Resolution passed at the Annual General Meeting as of June 5, 2013

Resolution on the cancellation of the existing authorization to acquire and dispose of treasury shares and create a new authorization to acquire and dispose of treasury shares with the option to exclude subscription rights

  1. The current authorization of the Executive Board to acquire and dispose of treasury shares pursuant to the Annual General Meeting resolution dated June 16, 2011 and valid until June 16, 2013, shall be canceled effective at the end of the day of this Annual General Meeting; existing utilization authorizations for shares that have already been acquired remain unaffected.
  2. Effective at the end of the day of this Annual General Meeting, the Executive Board shall be authorized, in accordance with section 71, para. 1, no. 8 of the German Stock Corporation Act, to acquire treasury shares to a maximum of up to 10% of the share capital of the Company as at the date of the resolution, provided that the shares acquired as a result of this authorization, together with other shares of the Company that are either held by the Company or have to be added to shares the Company holds according to section 71d and section 71e of the German Stock Corporation Act, may at no time exceed 10% of the share capital of the Company. The authorization may be utilized at one time or repeatedly, in whole or in partial amounts, in fulfillment of one or more aims by the Company but also by its direct or indirect subsidiaries or by third parties for the account of the Company or for their own. The requirements of section 71, para. 2 sentence 2 and 3 of the German Stock Corporation Act are to be observed. The authorization shall not be utilized for the purpose of trading in treasury shares. The authorization shall become effective on June 6, 2013 and shall be valid until June 5, 2018.
  3. The shares may, at the discretion of the Executive Board, be acquired via the stock exchange or by way of a public tender offer to all shareholders of the Company and must conform to the principle of equal treatment of shareholders (section 53a of the German Stock Corporation Act).

    • If the shares are acquired via the stock exchange, the consideration per share paid by the Company (excluding ancillary acquisition costs) may not exceed or fall short by more than 10% of the opening price of the Company’s share on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the trading day.
    • If the shares are acquired by way of a public tender offer to all of the shareholders of the Company, the purchase price offered or the limits of the purchase price span per share (excluding ancillary acquisition costs) may not exceed or fall short of the average by more than 10% of the average closing price of the Company’s share on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the last three trading days prior to the public announcement of the offer. In the event, however, that after the public announcement of the offer significant variances in the applicable price occur, then the offer may be adjusted. In this case any adjustment will be made based on the average closing price on the last three trading days prior to the publication of the adjustment. The volume of the offer may be limited. Where the offer has been oversubscribed, then the acceptance must be in proportion to the respective shares offered. Preferential acceptance of smaller numbers of shares of up to 100 shares offered for the acquisition per shareholder, as well as rounding according to commercial principles to avoid fractional shares, may be provided for. A potential further pre-emptive tender right of the shareholders is excluded in this respect.

  4. The Executive Board is authorized, subject to the approval of the Supervisory Board, to utilize shares of the Company that have been acquired, on the basis of this authorization or an authorization issued at an earlier date, for the following purposes:

    (a)

    The shares can be sold to all shareholders of the Company via stock exchange or, in consideration of the principle of equal treatment of shareholders (section 53a of the German Stock Corporation Act), via public tender.

    (b)

    The shares may also be disposed of in ways other than through the stock exchange or through a public tender offer to all shareholders provided the shares are sold at a price against cash payment which is not significantly lower than the average closing price of the shares of the Company on the electronic XETRA trading system (or a comparable successor trading system) on the Frankfurt Stock Exchange on the last three trading days prior to the disposal. This authorization shall apply on condition that the shares sold under this authorization may not exceed a corresponding share of 10% of the share capital in total, namely, neither at the time this authorization becomes effective, nor at the time the authorization is exercised if this amount is lower. The maximum level of 10% decreases by the corresponding amount of share capital accounted for by those shares that are issued during the term of this authorization under exclusion of subscription rights pursuant to or in accordance with section 186, para. 3, sentence 4 of the German Stock Corporation Act. The maximum level of 10% decreases further by the corresponding amount of share capital that is accounted for by those shares that are to be issued in order to service bonds with conversion or warrants, insofar as the bond is issued during the term of this authorization under exclusion of subscription rights within section 186, para. 3, sentence 4 of the German Stock Corporation Act applying mutatis mutandis.

    (c)

    The shares may be disposed of against a contribution in kind, in particular in connection with business combinations or the direct or indirect acquisition of companies, divisions of companies or participations in companies or other assets (including receivables).

    (d)

    The shares may be offered for sale to persons who are employed by the Company or any of its affiliated companies.

    (e)

    The shares may be used to fulfill warrants or conversion rights/obligations from bonds with warrants, convertible bonds, participation rights and/or participating bonds (or a combination of these instruments) that have warrants or conversion rights/obligations and have been issued or will be issued in the future or guaranteed by the Company or its Group companies.

    The authorization may be utilized at one time or repeatedly, in whole or in partial amounts, in fulfillment of one or more aims by the Company but also by its direct or indirect subsidiaries or by third parties for the account of the Company or for their own. The subscription right for the shareholders to these treasury shares is excluded, if these shares are utilized in accordance with the aforementioned authorizations in clause 4(b) to (e). In addition, the Executive Board, with the approval of the Supervisory Board and in the case of a disposal of treasury shares within the scope of a public tender offer to all shareholders of the Company pursuant to clause 4(a), may exclude the subscription rights for fractional amounts.

  5. The Executive Board shall further be authorized to redeem the acquired treasury shares with the approval of the Supervisory Board without passing an additional shareholders' resolution. The redemption may also be carried out without capital decrease via adjustment of the corresponding share of the remaining no-par value shares in the share capital of the Company. In this case, the Supervisory Board shall be authorized to adjust the number of no-par value shares in the Articles of Association.

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* "For authorized capital, see Section 6 (1) of the Articles of Incorporation" as well as the resolution of the Annual General Meeting of August 26, 2016.

** "For conditional capital, see Section 6 (2) of the Articles of Incorporation" as well as resolutions of the Annual General Meetings of June 5, 2013 and August 26, 2016.

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