PDF, 3.2 MB - Pfleiderer AG

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Stock Option Program 2002 (continuation of SOP 2001) The Stock Option Program 2002 was confirmed by the Board of Management on September 10, 2002 and by the working Committee of Supervisory Board on September 20, 2002 on the basis of the Stock Option Program resolved by the Company in 2001 and adopted on July 10, 2001 (SOP 2001). In accordance therewith, the Company’s Board of Management is authorized until June 30, 2006 to grant eligible participants the remaining non-transferable options to acquire Company stock. Altogether 40 board members and senior executives have participated in SOP 2002 with 983,544 options. The reference price is 4.67 euros. The exercise prices lie between 5.14 euros and 5.84 euros with a weighted average exercise price of 5.49 euros. SOP 2002 can be exercised for the last time as of November 30, 2008. Stock Option Program 2004 (Continuation of SOP 2001) The Stock Option Program 2004 was confirmed by the Board of Management on August 10, 2004 and by the working Committee of Supervisory Board on August 23, 2004 on the basis of the Stock Option Program resolved by the Company in 2001 and adopted on July 10, 2001 (SOP 2001). In accordance therewith, the Company’s Board of Management is authorized until June 30, 2006 to grant eligible participants the remaining non-transferable options to acquire Company stock. Altogether 24 board members and senior executives have participated in SOP 2004 with 563,016 options. The reference price is 6.99 euros. The exercise prices lie between 7.69 euros and 8.74 euros with a weighted average exercise price of 8.22 euros. SOP 2004 can be exercised for the last time as of August 31, 2010. 94 2004 2003 Stock Stock in thousands options options Outstanding at beginning of year 780 984 Granted 0 0 Exercised 0 0 Forfeited 166 204 Outstanding at end of year 614 780 Exercisable at end of year 0 0 2004 2003 Stock Stock in thousands options options Outstanding at beginning of year 0 0 Granted 563 0 Exercised 0 0 Forfeited 0 0 Outstanding at end of year 563 0 Exercisable at end of year 0 0
20. Derivative financial instruments As permissible under SFAS 123, the Company records the stock options using the intrinsic value based method from APB 25 (Accounting for Stock Issued to Employees). All options were issued at an exercise price in excess of the market price as of the issue date. The Company accordingly did not report any personnel expenses in connection with these subscription rights. SFAS 123 requires the disclosure of adjusted pro-forma information on the Group’s net income for the year, reported as if the Company had accounted for the employees’ subscription rights applying the fair value method. The fair value of these subscription rights granted for the 2001, 2002 and 2004 plans was estimated as of the date on which they were granted using the Black- Scholes method based on the following assumed weighted averages: risk-free interest rate of 4.7 percent for 2001, 4.4 percent for 2002 and 3.4 percent for 2004; volatility of 42.0 percent for 2001, 54.8 percent for 2002 and 48.6 percent for 2004, expected dividend yield as of the valuation date of 2 percent for 2001, 2002 and 2004 and a weighted average life expectancy of the subscription right of six years. No plans for stock options exist that were not approved by the stockholders’ meeting. Stock Appreciation Rights of Pfleiderer Grajewo S.A. and Pfleiderer Prospan S.A. A separate bonus plan for executives at the Polish companies, Pfleiderer Grajewo S.A. and Pfleiderer Prospan S.A., was issued in addition to the Stock Option Programs at Pfleiderer AG. The Company resolved the price appreciation program on November 2, 2004. The reference price is 167 PLN. The exercise barrier is 120 percent of the reference price. The qualifying period ends at midnight on October 31, 2006. The Pfleiderer Grajewo S.A. share price as of December 31, 2004 was 200 PLN. No personnel expenses resulted from these stock appreciation rights in 2004. Stock apprein thousands ciation rights Outstanding at beginning of year 0 Granted 81 Exercised 0 Forfeited 0 Outstanding at end of year 81 Exercisable at end of year 0 Derivative financial instruments are used to hedge interest and foreign currency positions with the aim of minimizing the risks resulting from fluctuations in exchange rates and market interest rates. The corporate guidelines state that such risks must generally be hedged. Only marketable interest derivatives and forward exchange contracts that are concluded with banks of first class standing are used for this purpose. Derivative financial transactions are restricted to the hedging of the operative business and the related financing. The Company does not conduct any derivative financial transactions for speculative purposes. 95 FINANCIAL STATEMENTS/NOTES PFLEIDERER GROUP 2004
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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
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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 and 96: 18. Stockholders’ equity The foll
Page 97: Stock Appreciation Rights 2000 Unde
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
Page 123 and 124: 119
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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