PDF, 3.2 MB - Pfleiderer AG

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Key Figures 2004 2003 No. of shares 42,685,000 42,685,000 Market capitalization as of Dec. 31 in million euros 362.40 227.51 Price as of Dec. 31 (Xetra) euros 8.49 5.33 High/low euros 8.52/3.93 5.33/1.65 Dividend euros 0.00 0.00 EPS euros 0.79 –1.07 Av. daily trading 67,623 34,575 During the summer break in the third quarter, profit-taking by some investors following publication of the first-half figures at the beginning of August pushed the price back, consolidating it for a while at 6.00 euros during low trading. However, the fourth quarter saw the share pick up again during higher trading, reaching a peak of 8.52 euros in December 2004. Market capitalization of the Pfleiderer Group increased to 363.7 million euros, the share having clearly outperformed the SDAX. Trading in the Pfleiderer Share Around 17.3 million shares of Pfleiderer AG with a value of 107 million euros were traded in fiscal 2004 in the Xetra electronic trading system and on the floor of the Frankfurt Stock Exchange. Turnover per trading day averaged 67,623. The weakest month was August 2004 averaging 29,429 shares, while October 2004 was the month with the highest trading, averaging 115,642 shares per trading day. Earnings per Share/Dividend Earnings per share (EPS) are calculated from the Group’s net income/loss for the year divided by the weighted average of issued shares. In fiscal 2004, the Pfleiderer Group achieved an EPS of 0.79 euros as against –1.07 euros in the previous year. This result includes one-off earnings from the disposal of the Business Units Poles & Towers USA and Europe. Accordingly, this report also shows EPS excluding this one-off effect: EPS for continued operations increased from 0.10 euro in 2003 to 0.13 euro in 2004. 56
Shareholder Structure As of January 26, 2005, the number of shareholders in the Pfleiderer shareholders’ register stood at 14,632 shareholders. German investors hold around 49 percent of the shares, British investors hold around 21.3 percent and Luxembourg investors hold approximate 10.2 percent. The largest single investor is Pfleiderer Unternehmensverwaltung GmbH & Co. KG, which holds 13.0 percent. Previously the majority shareholder in Pfleiderer AG with a holding of just on 62 percent, in March 2004 Pfleiderer Unternehmensverwaltung decided to spread around 48 percent of the Company’s capital. Thirty international and German institutional investors, including several leading funds, took up these shares. This means that around 87 percent of Pfleiderer’s capital stock is now in free float. The relevant notifications in accordance with Sec. 41(2) Wertpapierhandelsgesetz (German Securities Trading Act) were made and published in due time. Breakdown of Shareholders According to Notifications Received under Sec. 41 (2) Wertpapierhandelsgesetz (German Securities Trading Act) as of December 31, 2004 in % 2004 Pfleiderer UV 13.04 Henderson Global Investors 10.66 Capital Group International 7.31 Fidelity International 5.02 FMR Corp. (a Fidelity Company) 5.48 Remaining free float 58.49 Pursuant to Sec. 15a Wertpapierhandelsgesetz (German Securities Trading Act), the Board of Management and the Supervisory Board and their dependents are obliged to notify the Company and the German Federal Financial Services Supervisory Office without delay of securities trading in the Company (Directors’ Dealings) if they exceed the de minimis limit. Such notifications are published on Pfleiderer’s website at www.pfleiderer.com. Notification of Directors’ Dealings Pursuant to Sec. 15a Wertpapierhandelsgesetz Date of deal Notifying person Transaction Volume of deal 30. 09. 2004 Hans H. Overdiek Purchase of 400,000 2,120,000.00 euros (Spokesman of no-par shares at Board of Management) 5.30 euros per share 27.12. 2004 Hanno C. Fiedler Purchase of 2,000 16,300.00 euros (Member of no-par shares at Supervisory Board) 8.15 euros per share 28.12. 2004 Hanno C. Fiedler Purchase of 2,000 16,400.00 euros (Member of no-par shares at Supervisory Board) 8.20 euros per share 57 MANAGEMENT REPORT THE PFLEIDERER SHARE Remaining free float Pfleiderer Henderson Capital Fidelity FMR Corp.
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Annual Report 2004 Core Businesses
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Group Figures Jan. 1 - Jan. 1 - Cha
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Pfleiderer AG is focusing on its tw
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3 35 Pfleiderer Engineered Wood fur
Page 9 and 10: In closing down the Rheda-Wiedenbr
Page 11 and 12: Dr Jürgen Koch Member of the Board
Page 13 and 14: Committees Formed by the Supervisor
Page 15 and 16: CORPORATE GOVERNANCE 1. Introductio
Page 17 and 18: 4. Supervisory Board The Board of M
Page 19 and 20: Declaration of Compliance 2004 Unde
Page 21: Stock Option Program 2004 (Continua
Page 24 and 25: PFLEIDERER GROUP AND PFLEIDERER AG
Page 26 and 27: Company Report Corporate portfolio
Page 28 and 29: In fiscal 2004, the Pfleiderer Grou
Page 30 and 31: Net indebtedness of the Pfleiderer
Page 33 and 34: GERMANY GDP in Germany increased by
Page 35 and 36: y expanding foreign and export rati
Page 37 and 38: Production Pfleiderer Engineered Wo
Page 39 and 40: Aside from its leading market prese
Page 41 and 42: Due to its very low construction he
Page 43: Procurement In order to take advant
Page 46 and 47: Research & Development New “Multi
Page 48 and 49: In September 2004, Pfleiderer appro
Page 50 and 51: Personnel As of December 31, 2004,
Page 52 and 53: Pfleiderer Corporate Guidelines for
Page 54 and 55: Economic and Political Risks and In
Page 56 and 57: No liquidity risk exists at present
Page 58 and 59: wodego® is the latest brand in Pfl
Page 62 and 63: Investor Relations Activities Indiv
Page 64 and 65: While the prices paid for paraffin
Page 67 and 68: TURKEY The Turkish economy reported
Page 69 and 70: Liabilities and Shareholders’ Equ
Page 71 and 72: Pfleiderer Consolidated Statement o
Page 73 and 74: Comprehensive income 69 Other compr
Page 75 and 76: Infrastructure Technology Consolida
Page 77 and 78: Scope of Consolidation The consolid
Page 79 and 80: The activities of the Poles & Tower
Page 81 and 82: Sales of receivables are treated wi
Page 83 and 84: Property, Plant and Equipment Prope
Page 85 and 86: Accruals for Pensions and Similar O
Page 87 and 88: 1. Liquid funds 2. Securities class
Page 89 and 90: 7. Intangible assets As in the prev
Page 91 and 92: 11. Financial liabilities 12. Other
Page 93 and 94: 16. Long-term deferred income 17. D
Page 95 and 96: 18. Stockholders’ equity The foll
Page 97 and 98: Stock Appreciation Rights 2000 Unde
Page 99 and 100: 20. Derivative financial instrument
Page 101 and 102: Derivative financial instruments ar
Page 103 and 104: The following table reconciles the
Page 105 and 106: 22. Pensions and similar obligation
Page 107 and 108: The following table explains the ch
Page 109 and 110: 1. Contingent liabilities VII. Othe
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3. Pending litigation and claims 4.
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Geographical Information Sales Reve
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1. Leases 2. Valuation of inventori
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8. Discontinued operations Under US
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Accumulated amortization/depreciati
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Pfleiderer track systems B.V. Deven
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Pfleiderer AG Statement of Income 2
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Accumulated amortization/depreciati
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Hanno C. Fiedler Chairman of the ma
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Economic Glossary Asset deal Descri
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P Particleboard 30, 32, 34, 43, 54
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Income ratios Sales revenues 900,97
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Financial Calendar 2005 April 7, 20
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July Pfleiderer track systems wins
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