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DES - Online Annual Report 2008

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Group’s legal structure

Due to its lean personnel structure and its concentration on only one operating segment, the Deutsche EuroShop Group is centrally organised. The Group managing company is Deutsche EuroShop AG. It is responsible for corporate strategy, portfolio and risk management, financing and communication.

The Company’s headquarters are in Hamburg. Since its establishment in 2000, Deutsche EuroShop AG has been an Aktiengesellschaft (public company) under German law. The individual shopping centers are operated as separate companies. According to interest in the nominal capital, these are consolidated in the consolidated financial statements either fully, proportionately or using the equity method. More information on indirect or direct investment is detailed in the notes to the consolidated financial statements.

Deutsche EuroShop AG shares are traded on the Frankfurt Stock Exchange and other stock exchanges. As of 31 December 2008, 12.45% were owned by Alexander Otto (2007: 12.28%).

The share capital amounts to €34,374,998 and is composed of 34,374,998 no-par value registered shares. The notional value of each share is €1.00.

According to section 5 of the Articles of Association dated 31 August 2007, the Executive Board is authorised, with the approval of the Supervisory Board, to increase the Company’s share capital by up to a total of €17,187,499 on one or several occasions until 20 June 2012 by issuing up to 17,187,499 (no-par value) registered shares against cash or non-cash contributions.

The Executive Board is authorised, with the approval of the Supervisory Board, until 21 June 2011 to issue convertible bonds with a nominal value of up to a total of €150,000,000 and maturities of up to 7 years and to grant bond holders or creditors conversion rights to up to 7,500,000 new no-par value registered shares in the Company with a proportionate amount of share capital of up to €7,500,000 as detailed in the terms and conditions for convertible bonds to be published by the Executive Board, with the approval of the Supervisory Board.

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