Capital structure

The authorised capital of Gamma Holding is € 95 million, divided into:

• 9,347,015 ordinary shares
• 133,985 ordinary participating preference shares
• 9,481,000 four per cent (4%) cumulative preference shares
• 19,038,000 twelve per cent (12%) cumulative preference shares, each with a value of € 2.50.

Of these shares, 7,518,535 ordinary shares and 133,985 ordinary participating preference shares were issued on the reporting date.

Notifications of substantial holdings

As of 24 February 2011 the Company was aware of the following substantial holdings of 5% or more in the share capital of Gamma Holding as a result of the notifications given to the Netherlands Authority for the Financial Markets under the Financial Supervision Act (Wet op het financieel toezicht):

Issued share capital: interest of 5% or more

Powers of the Executive Board to issue shares in the Company and the acquisition by the Company of its shares (treasury shares)

Shares are issued pursuant to a resolution of the Executive Board, which resolution is subject to the approval of the Supervisory Board. This power of the Executive Board can relate to all shares in the authorised capital not yet issued, as this capital is or will be at any time. The duration of this power is determined by a resolution of the General Meeting of Shareholders, subject to a maximum of five years. Such a designation may not be extended for more than five years.

At the Extraordinary Meeting of Shareholders held on 29 July 2009 a conversion right was granted to the existing syndicate of banks (‛the banks’) of Gamma Holding. This conversion right entitled the banks to obtain 12% cumulative preference shares through payment in the form of offsetting the amount of € 30 million in such a number that they represent 50.1% of the issued share capital of Gamma Holding after the exercising of this right. This conversion right lapsed in the year under review as a result of the financing agreement, which was extended on 24 November 2010. 

On 29 April 2010 the General Meeting of Shareholders designated the Executive Board as the corporate body that, up to 29 October 2011, is authorised to decide, subject to the approval of the Supervisory Board, (l) to issue ordinary shares and (ll) to grant rights to take ordinary shares. This authority is restricted to 10% of the issued capital at the moment of the decision to issue. The Executive Board was also designated as the corporate body that is authorised to restrict or exclude the pre-emption right upon the issue of ordinary shares, including the granting of rights to take ordinary shares which may be issued or granted.

Granting of shares and option rights; acquisition and cancellation of shares

In 2010, 30,350 ordinary shares were (conditionally) granted to the Executive Board under the share plan approved by the General Meeting of Shareholders on 24 April 2008. In addition, the Company (conditionally) granted 37,759 ordinary shares to the top-level management.

Internal risk management and control systems

Please click here for the main characteristics of the internal risk management and control systems of Gamma Holding, together with the process of financial reporting of the Company and the group for which the financial information is included in the financial statements.