PDF, 1.2 MB - Pfleiderer AG

98 being focused: being better
17. Shareholders’ equity
Changes to shareholders’ equity are presented above in the analysis of shareholders’ equity
of the Group.
Subscribed Capital
As of the balance sheet date, capital stock remained unchanged at 109,273,600 euros divided
into 42,685,000 ordinary shares.
Authorized Capital
On July 10, 2001, the Shareholders’ Meeting authorized the Executive Board, subject to
approval by the Supervisory Board, to increase capital stock once or several times by an aggregate
nominal amount of 51,200 thousand euros through issue of new shares against cash
contributions.
Conditional Capital
The Company is also entitled to issue conditional capital to an aggregate nominal amount of
20,480 thousand euros until June 30, 2006.
As part of the Pfleiderer AG Stock Option Plan, the Executive Board is also authorized to
issue further conditional capital to an aggregate nominal amount 10,927 thousand euros.
Additional Paid-In Capital
Additional paid-in capital of the Group was adjusted to the additional paid-in capital of
Pfleiderer AG amounting to 10,927 thousand euros.
Dividends
The Shareholders’ Meeting (Annual General Meeting) of July 2, 2002 resolved to pay a dividend
of 0.20 euro per share and to carry forward the remaining amount of 6,679 thousand euros to
the next financial year.
The Executive Board must inform the Supervisory Board of its intended proposal to the
Shareholders’ Meeting with regard to unappropriated accumulated earnings. Unappropriated
accumulated earnings are distributed to shareholders unless the shareholders’ meeting
decides otherwise.
Profits are distributed to shareholders according to their paid-up share of capital stock
and the period of time that has elapsed since the cut-off date from which dividend payment is
calculated.
Where new shares are issued, a different method of calculating entitlement can be used.
In order to avoid an accumulated deficit of 191,084 thousand euros at the end of the
fiscal year 2002, the Executive Board proposed to the Supervisory Board that part of the additional
paid-in capital and retained earnings be used to balance the loss, and that no dividends
be paid. Sec. 150 German Stock Corporation Act (AktG) does not allow the payment of dividends
from additional paid-in capital when additional paid-in capital is used to achieve breakeven.
The Supervisory Board agreed to the proposal made by the Executive Board.