pdf (2.5 MB) - METRO Group

METRO GROUP : ANNUAL REPORT 2010 : BUSINESS
→ NOTES : NOTES TO ThE BAl ANCE ShEET
amounts from shareholder subscription rights. The Management
Board is also authorised, with the consent of the
Supervisory Board, to exclude shareholder subscription
rights insofar as shares are issued in exchange for noncash
capital contributions for the purpose of corporate
mergers or for the acquisition of companies, divisions of
companies or interests in companies. The Management
Board is further authorised, with the consent of the Supervisory
Board, to exclude subscription rights in the event of
a capital increase in exchange for cash capital contributions
to the extent necessary to grant subscription rights
to new shares to the holders of warrant or convertible
bonds issued by METRO AG and affiliates thereof in which
METRO AG holds at least 90 percent of shares, directly or
indirectly, in the scope to which they would be entitled upon
exercise of the warrant or conversion rights or fulfilment
of the warrant or conversion obligations. The Management
Board is further authorised, with the consent of the Supervisory
Board, to exclude shareholder subscription rights
for one or more capital increases if the capital increase is
executed in exchange for cash capital contributions, the
aggregate par value of such capital increases does not
exceed 10 percent of the Company’s share capital and the
issue price of the new shares is not substantially lower than
the stock exchange price of existing shares of the same
class at the time of final definition of the issue price. The
limit of 10 percent of the Company’s share capital is diminished
by the share of the share capital represented by the
Company’s own shares which are sold during the term of
authorised capital III while excluding shareholder subscription
rights according to § 71 Section 1 No. 8 Sentence
5, 186 Section 3 Sentence 4 of the German Stock
Corporation Act. The limit is further diminished by the
share of the share capital represented by shares which are
issued to service warrant or convertible bonds with warrant
or conversion rights or obligations insofar as the bonds
in question are issued during the term of authorised capital
III while excluding subscription rights in analogous
application of § 186 Section 3 Sentence 4 of the German
Stock Corporation Act. The Management Board is authorised,
with the consent of the Supervisory Board, to define
further details of the capital increases. The new shares
may be acquired by banks if the latter agree to tender them
to the shareholders. To date, authorised capital III has not
been used.
→ p. 186
Share buyback
On the basis of § 71 Section 1 No. 8 of the German Stock
Corporation Act, the Annual General Meeting on 5 May 2010
authorised the Company to acquire shares of the Company
of any share class representing a maximum of 10 percent of
the share capital on or before 4 May 2015. The authorisation
to acquire treasury stock issued by the Annual General
Meeting on 13 May 2009, which expires on 12 November 2010,
was replaced by this new authorisation.
To date, neither the Company nor any company controlled
or majority-owned by the Company or any other company
acting on behalf of the Company or of any company controlled
or majority-owned by METRO AG has exercised this
authorisation.
Capital reserve
The capital reserve amounts to €2,544 million (previous
year: €2,544 million).
Reserves retained from earnings
€ million
Valuation reserve pursuant to IAS 39 and
31/12/2010 31/12/2009
for deferred taxes on “other income” 80 84
Reserve for currency translation –315 –440
Other reserves retained from earnings 3,164 2,731
2,929 2,375
Changes in reserves retained from earnings include, among
other things, measurement effects with no effect on income
pursuant to IAS 39 plus deferred taxes thereon. In the financial
year under review, a total of €–4 million (previous year:
€+26 million) was reported in equity with no effect on
income. This was mainly attributable to the measurement
of cash flow hedges and deferred taxes thereon. This change
includes €–1 million (previous year: €–7 million) from
derecognition. Of this total, €1 million (previous year: €–4
million) is attributable to inventories and €–2 million (previous
year: €–3 million) to the financial result. In addition, the
change also comprises €–8 million (previous year: €1 million)
from the initial and subsequent measurement of derivative
financial instruments as well as €5 million (previous
year: €16 million) from fair value changes in hedges for
share-based remuneration that are not reported as a profit