Authorised capital measures

Authorised Capital A

A resolution passed at the Annual General Meeting on 7 Mai 2019 authorised the Executive Board until the end of 6 May 2024, subject to approval by the Supervisory Board, to increase the issued capital of the company in one or more stages by up to 450,000,000 EUR through the issue of new no-par value registered shares for cash or non-cash contributions (Authorised Capital A). The shareholders’ subscription rights can be excluded under certain conditions with the consent of the Supervisory Board. The Executive Board was also authorized, with the consent of the Supervisory Board, to define further details of the use to be made of the authorized capital and the implementation of capital increases.

Authorised Capital B

A resolution passed at the Annual General Meeting on 7 May 2019 authorised the Executive Board until the end of 6 May 2024, subject to approval by the Supervisory Board, to increase the issued capital of the company by up to EUR 30,000,000, by issuing new registered shares to employees (Authorised Capital B) for payment in cash. Existing shareholders’ subscription rights are excluded.

Authorisation to issue convertible bonds or similar - conditional capital increase

A resolution passed at the Annual General Meeting on 5 May 2020 authorised the Executive Board until 4 May 2025, subject to approval by the Supervisory Board, to issue convertible bonds, bonds with warrants or participating bonds – or combination thereof  - up to a total nominal amount of 1.5bn. EUR. For the grant of shares to the holders or creditors of above mentioned bonds, the Company's share capital is conditionally increased by up to 122,417,728 EUR by issuing up to 47,819,425 new no-par value registered shares (Conditional Capital 2020/I).

On the basis of the resolution adopted by the Extraordinary General Meeting of 25 June 2020, the Company’s share capital is conditionally increased by up to EUR 102,014,776.32, divided into up to 39,849,522 no-par value registered shares (Conditional Capital 2020/II). The conditional capital increase is intended for the granting of shares upon the exercise of conversion rights granted to the Economic Stabilization Fund established under the German Stabilization Fund Act as silent partner of the Company in respect of the Silent Participation II-A in accordance with the resolution of the Company's Extraordinary General Meeting of 25 June 2020 in case of the occurrence of a “Takeover Event”. A "Takeover Event" is deemed to have occurred in the event of publication of the decision to make a takeover offer within the meaning of § 10 WpÜG or in the event of an attainment of control within the meaning of §§ 35 in conjunction with 29 WpÜG.

On the basis of the resolution adopted by the Extraordinary General Meeting of 25 June 2020, the Company’s share capital is conditionally increased by up to EUR 897,985,223.68, divided into up to 350,775,478 no-par value registered shares (Conditional Capital 2020/III). The conditional capital increase is intended for the granting of shares upon the exercise of conversion rights granted to the Economic Stabilization Fund established under the German Stabilization Fund Act as silent partner of the Company in respect of the Silent Participation II-B in accordance with the resolution of the Company's Extraordinary General Meeting of 25 June 2020 for the purpose of “Dilution Protection” and/or “Coupon Protection” (both terms are defined in § 4 (6) of the Articles of Association).

Details can be found on § 4 of the Articles of Association.

Share buyback authorisation

According to AGM resolution from 7 May 2019 the Executive Board is authorised, with the consent of the Supervisory Board, to purchase up to 10 per cent of the nominal capital in its own shares.
This gives Lufthansa, like most established listed companies, additional entrepreneurial flexibility. This flexibility can, inter alia, be used to expand the financing alternatives in the case of acquiring another company or equity shares.

Capital measures undertaken with subscription rights

In June 2004, Lufthansa undertook a 20 per cent capital increase. The new shares were fully entitled to a dividend for the financial year 2004. They were listed for trading on all German stock exchanges on 17 June.

June 2004 capital increase

June 2004 capital increase
New shares76.320.000
Take-up percentage99.82
Subscription right5:1
Subscription price9.85 €
Gross proceeds of share issue752 Mio. €