PDF, 3.2 MB - Pfleiderer AG
PDF, 3.2 MB - Pfleiderer AG PDF, 3.2 MB - Pfleiderer AG
19. Stock appreciation rights and stock option programs Authorized Unissued Capital On July 10, 2001, the general meeting of the stockholders authorized the Board of Management, subject to the approval of the Supervisory Board, to increase the capital stock, once or on several occasions, by June 30, 2006 by up to 51,200 thousand euros by issuing new shares in exchange for contributions of cash. Conditional Capital The conditional capital, which can similarly be issued by June 30, 2006, amounts to 20,480 thousand euros. Further conditional capital of 10,927 thousand euros can also be created in connection with the Pfleiderer AG stock option scheme. Additional Paid-In Capital The Group’s additional paid-in capital comprises the additional paid-in capital of Pfleiderer AG of 10,927 thousand euros. Changes in Other Comprehensive Income Recognized in Equity The following table shows how the valuation of financial derivatives and valuation of pensions in other comprehensive income has developed: The Company decides every year at its discretion whether to grant a stock option scheme, which persons will be eligible to participate and how many stock options each beneficiary will receive. The stock options are granted to beneficiaries on condition that the beneficiaries also make a personal contribution. Stock options have a term of 6 years. The stock options may be exercised for the first time three years after having been granted. The number of stock options for each beneficiary is based on the amount of the personal contribution divided by the reference price and multiplied by a factor of 12. The reference price for the Stock Option Programs for 2001 and 2002 is based on the Company’s average share price between September and November, for the Stock Option Program for 2004 in accordance with the Company’s average share price between June and August 2004 and for the stock appreciation rights that have already expired, is based on the Company’s average share price between June and November 2000. Stock options can be exercised at a subscription price of between 110 percent and 125 percent of the reference price. 92 2004 2003 Before Tax After Before Tax After ‘000 euros tax effect tax tax effect tax Financial derivatives 2,112 –792 1,320 817 –145 672 Minimum pension obligation –651 244 –407 16 –46 –30 Total 1,461 –548 913 833 –191 642
Stock Appreciation Rights 2000 Under the stock appreciation rights resolved by the Company on November 14, 2000 and approved by resolution of the general meeting of the stockholders dated December 5, 2000, the Company’s Board of Management was authorized to grant the participants up to 1,270,608 stock appreciation rights in the Company until June 30, 2006. The reference price was 9.73 euros. The exercise prices lay between 10.70 euros and 12.16 euros, with a weighted average exercise price of 11.43 euros. No further rights were exercisable as of the balance sheet date of December 31, 2004. Stock Option Program 2001 Under the terms of the stock option scheme resolved by the Company on July 10, 2001 (Stock Option Program 2001) and approved by the Supervisory Board on October 25, 2001, the Company’s Board of Management is authorized to grant eligible participants up to 4,268,500 non-transferable options to acquire Company stock. Of the 116 potentially eligible participants at that time, 65 board members and senior executives have participated in SOP 2001 with 1,257,456 options. The reference price is 7.45 euros. The exercise prices lie between 8.20 euros and 9.31 euros, with a weighted average exercise price of 8.76 euros. SOP 2001 can be exercised for the last time as of November 30, 2007. 93 FINANCIAL STATEMENTS/NOTES PFLEIDERER GROUP 2004 2003 Stock appre- Stock apprein thousands ciation rights ciation rights Outstanding at beginning of year 0 919 Granted 0 0 Exercised 0 0 Forfeited 0 919 Outstanding at end of year 0 0 Exercisable at end of year 0 0 2004 2003 Stock Stock in thousands options options Outstanding at beginning of year 728 1,080 Granted 0 0 Exercised 0 0 Forfeited 202 352 Outstanding at end of year 526 728 Exercisable at end of year 131 0
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19. Stock appreciation<br />
rights and stock<br />
option programs<br />
Authorized Unissued Capital<br />
On July 10, 2001, the general meeting of the stockholders authorized the Board of Management,<br />
subject to the approval of the Supervisory Board, to increase the capital stock, once or on<br />
several occasions, by June 30, 2006 by up to 51,200 thousand euros by issuing new shares in<br />
exchange for contributions of cash.<br />
Conditional Capital<br />
The conditional capital, which can similarly be issued by June 30, 2006, amounts to 20,480 thousand<br />
euros.<br />
Further conditional capital of 10,927 thousand euros can also be created in connection with the<br />
<strong>Pfleiderer</strong> <strong>AG</strong> stock option scheme.<br />
Additional Paid-In Capital<br />
The Group’s additional paid-in capital comprises the additional paid-in capital of <strong>Pfleiderer</strong> <strong>AG</strong><br />
of 10,927 thousand euros.<br />
Changes in Other Comprehensive Income Recognized in Equity<br />
The following table shows how the valuation of financial derivatives and valuation of pensions<br />
in other comprehensive income has developed:<br />
The Company decides every year at its discretion whether to grant a stock option scheme,<br />
which persons will be eligible to participate and how many stock options each beneficiary will<br />
receive. The stock options are granted to beneficiaries on condition that the beneficiaries also<br />
make a personal contribution. Stock options have a term of 6 years. The stock options may be<br />
exercised for the first time three years after having been granted. The number of stock options<br />
for each beneficiary is based on the amount of the personal contribution divided by the reference<br />
price and multiplied by a factor of 12. The reference price for the Stock Option Programs for 2001<br />
and 2002 is based on the Company’s average share price between September and November, for<br />
the Stock Option Program for 2004 in accordance with the Company’s average share price between<br />
June and August 2004 and for the stock appreciation rights that have already expired, is<br />
based on the Company’s average share price between June and November 2000. Stock options<br />
can be exercised at a subscription price of between 110 percent and 125 percent of the reference<br />
price.<br />
92<br />
2004 2003<br />
Before Tax After Before Tax After<br />
‘000 euros tax effect tax tax effect tax<br />
Financial derivatives 2,112 –792 1,320 817 –145 672<br />
Minimum pension obligation –651 244 –407 16 –46 –30<br />
Total 1,461 –548 913 833 –191 642