Annual Report 2012 - ORCO Germany

ORCO GERMANY S.A.
Société Anonyme
R.C.S. Luxembourg B 102.254
NOTES TO THE ACCOUNTS
December 31, 2012
- continued -
The Board of Directors of the Company is in the opinion that some affiliated undertakings of the
Company are durably impaired as at December 31, 2012 and that the ability of these
undertakings to reimburse the loans granted to them by the Company is seriously
compromised. Therefore, all loans to affiliated undertakings with a negative net equity as at
December 31, 2012 are value adjusted to the highest amount between zero and the net assets
of each concerned affiliated undertaking as at December 31, 2012.
4.3. Interest accrued on loans to affiliated undertakings
Interest accrued on loans to affiliated undertakings of EUR 10,239,911 (2011: 9,082,373) was
subjected to a reversal of impairment for an amount of EUR 909,271 in 2012 (2011: reversal of
impairment amounted to EUR 481,313).
4.4. Loans to participating interest
Orco Germany S.A. has a participating interest in Orco Russian Retail S.A. A loan amounting to
EUR 1,000,000 was given in 2011 and was fully impaired in the same year, but it was shown as
a loan to affiliated undertaking. After the release of the impairment, the loan amount is in 2012
EUR 1,038,452.
NOTE 5 -
CAPITAL AND RESERVES
Share capital
Share capital amounts to EUR 20,202,746 and is represented by 202,027,463 shares with a
nominal value of EUR 0.10 each fully paid in. At the Company’s extraordinary general meeting
held on 26 April 2012, the shareholders resolved to decrease the share capital of the Company
from its previous amount of EUR 60,964,166.25 to EUR 4,877,133.30 without cancellation of
shares, by decreasing the accounting par value of the existing shares from EUR 1.25 to EUR 0.10
per share with allocation of the reduction proceeds to Other Reserves.
As at 27 September 2012, 153,256,130 new ordinary shares of Orco Germany were issued and
paid by the contribution in kind of approximately 84.5% of Orco Germany bonds leading to a
capital increase of EUR 15,325,613 and subsequent increase of share premium of EUR
93,792,752.
Following the issuance of new shares mentioned above, the total share capital amounts to EUR
20,202,746 and the share premium to EUR 217,450,357.
Each share is entitled in the profits and corporate capital to a pro rata portion of the corporate
capital it represents, as well as to voting rights and representation at general meetings of the
shareholders in accordance with statutory and legal provisions.
- 12 -