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 18 June 2010 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. The articles of association of Gamma Holding were amended in order to make the conversion right possible. In that connection the Executive Board was designated as the body which, with the prior approval of the Supervisory Board, has the power to resolve to grant rights to the syndicate of banks or to third parties designated in accordance with the financing agreements who form part of the group to which the banks belong, 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. A number of suspensive conditions were attached to this designation, including the extension of the existing financing. These conditions were met in the reporting period.

The conversion right may be exercised by the banks only if one of the following conditions is fulfilled:

• the available credit under the new credit agreements is less than € 5 million
• the ratio of net interest-bearing liabilities to EBITDA is greater than 7.5. 

The Company may acquire fully paid shares in its own capital other than for no consideration provided that the distributable portion of the issued capital and reserves is at least equal to the acquisition price, up to a maximum of 50% of the issued capital. The Executive Board requires for such an acquisition the prior authorisation of the General Meeting of Shareholders, in which authorisation, which is valid for a maximum of eighteen months, it must be stipulated how many shares may be acquired, how they may be acquired and within what limits the price should be. The resolution of the Executive Board to acquire shares in the Company’s own capital is subject to the approval of the Supervisory Board.

The designation given on certain conditions by the General Meeting of Shareholders on 24 April 2008 to issue ordinary shares and the authorisation to acquire shares in the Company’s own capital expired on 24 October 2009. The Executive Board therefore has no power without the prior authorisation of the General Meeting of Shareholders to issue or to acquire ordinary or ordinary participating preference shares.

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

In 2009, 32,718 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 (unconditionally) granted in 2009 14,850 option rights to the senior management and (conditionally) 42,467 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.