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METRO GROUP : ANNUAL REPORT 2010 : BUSINESS
→ NOTES : NOTES TO ThE BAl ANCE ShEET
assets with a combined book value of €69 million were
reclassified to non-current assets as a result of
METRO GROuP’s decision to utilise them within the Group.
Scheduled depreciation, which had not been carried out
during the recognition period in accordance with the principles
of IfRS 5, was carried out as part of the reclassification
to non-current assets. Real estate assets with a combined
book value of €56 million were sold.
METRO GROuP assumes that the properties recognised as
“assets held for sale” will be sold during the course of 2011.
Non-scheduled depreciation of these properties to their fair
value less cost to sell was not required. They are shown in
the segment reporting item “segment assets” in the amount
of €24 million in the Real Estate segment.
31. Equity
In terms of amount and composition, i.e. the ratio of ordinary
to preference shares, subscribed capital has not changed
compared with 31 december 2009 and totals €835,419,052.27.
It is divided as follows:
No-par-value bearer shares,
accounting par value approx. €2.56 31/12/2010 31/12/2009
Ordinary share Shares 324,109,563 324,109,563
€ 828,572,941 828,572,941
Preference shares Shares 2,677,966 2,677,966
€ 6,846,111 6,846,111
Total share capital Shares 326,787,529 326,787,529
€ 835,419,052 835,419,052
Each ordinary share of METRO AG grants one voting right.
In addition, ordinary shares of METRO AG entitle the holder
to dividends. In contrast to ordinary shares, preference
shares of METRO AG do not carry voting rights and give preferential
entitlement to profits in line with § 21 of the Articles
of Association of METRO AG, which state:
“(1) holders of non-voting preference shares will receive
from the annual net earnings a preference dividend of
€0.17 per preference share.
(2) Should the net earnings available for distribution not
suffice in any one financial year to pay the preference
dividend, the arrears (excluding any interest) shall be
→ p. 184
paid from the net earnings of future financial years in an
order based on age, i.e. in such manner that any older
arrears are paid off prior to any more recent ones and
that the preference dividends payable from the profit of
a financial year are not distributed until all of any accumulated
arrears have been paid.
(3) After the preference dividend has been distributed, the
holders of ordinary shares will receive a dividend of
€0.17 per ordinary share. Thereafter, a non-cumulative
extra dividend of €0.06 per share will be paid to the holders
of non-voting preference shares. The extra dividend
shall amount to 10 percent of such dividend as, in accordance
with Section 4, will be paid to the holders of ordinary
shares inasmuch as such dividend equals or exceeds
€1.02 per ordinary share.
(4) The holders of non-voting preference shares and of
ordinary shares will equally share in any additional
profit distribution in the proportion of their shares in the
share capital.”
Contingent capital I
The Annual General Meeting on 13 May 2009 resolved a
→ contingent increase in the share capital by up to
€127,825,000, divided into up to 50,000,000 ordinary
bearer shares, which was connected to the authorisation
of the Management Board to issue warrant or convertible
bearer bonds, with the consent of the SupervisoryBoard,withanominalvalueofupto€1,500,000,000
in one or several tranches by 12 May 2014, to grant the
holders of these bonds warrant or convertible rights to
up to 50,000,000 new ordinary shares in the Company,
to create the respective warrant or convertible obligations
or to provide for the Company’s right to redeem the
bonds by providing ordinary shares in METRO AG, in
whole or in part, in lieu of a cash payment (authorisation
I), as well as a
→ second contingent increase in the share capital by up to
€127,825,000, divided into up to 50,000,000 ordinary
bearer shares, which was connected to a second authorisation
of the Management Board to issue warrant or convertible
bearer bonds, with the consent of the Supervisory
Board, with a nominal value of up to €1,500,000,000
in one or several tranches by 12 May 2014 and to grant
the bond holders warrant or convertible rights to up to