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DES - Online Annual Report 2007

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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 (stock corporation) under German law. The individual shopping centers are managed as separate companies. According to interest in the nominal capital these are either fully (investment over 50%) or proportionately consolidated (investment up to 50%). The investment in Galeria Dominikanska in Wroclaw is recognised under non-current financial assets (investment 33.3%). 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 2007, 12.28% were owned by Alexander Otto (2006: 12.27%).

The share capital amounts to €34,375 thousand and is composed of €4,374,998 no-par value registered shares. The notional value of each share is €1.00.

According to section 5 of the Articles of Association, 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 thousand on one or more 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 thousand and durations of up to seven 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 thousand 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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