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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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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
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In closing down the Rheda-Wiedenbr
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Dr Jürgen Koch Member of the Board
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Committees Formed by the Supervisor
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CORPORATE GOVERNANCE 1. Introductio
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4. Supervisory Board The Board of M
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Declaration of Compliance 2004 Unde
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Stock Option Program 2004 (Continua
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PFLEIDERER GROUP AND PFLEIDERER AG
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Company Report Corporate portfolio
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In fiscal 2004, the Pfleiderer Grou
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Net indebtedness of the Pfleiderer
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GERMANY GDP in Germany increased by
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y expanding foreign and export rati
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Production Pfleiderer Engineered Wo
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Aside from its leading market prese
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Due to its very low construction he
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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 60 and 61: Key Figures 2004 2003 No. of shares
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: 18. Stockholders’ equity The foll
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
Page 111 and 112: 3. Pending litigation and claims 4.
Page 113 and 114: Geographical Information Sales Reve
Page 115 and 116: 1. Leases 2. Valuation of inventori
Page 117 and 118: 8. Discontinued operations Under US
Page 119 and 120: Accumulated amortization/depreciati
Page 121 and 122: Pfleiderer track systems B.V. Deven
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Page 125 and 126: Pfleiderer AG Statement of Income 2
Page 127 and 128: Accumulated amortization/depreciati
Page 129 and 130: Hanno C. Fiedler Chairman of the ma
Page 131 and 132: Economic Glossary Asset deal Descri
Page 133 and 134: P Particleboard 30, 32, 34, 43, 54
Page 135 and 136: Income ratios Sales revenues 900,97
Page 137 and 138: Financial Calendar 2005 April 7, 20
Page 139 and 140: July Pfleiderer track systems wins
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