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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
METRO GROUP : ANNUAL REPORT 2010 : BUSINESS → NOTES : NOTES TO ThE BAl ANCE ShEET or loss. As in the previous year, in the category of assets classified as “available for sale”, no income or expenses were recognised in income. These measurement effects create an overall offset against an opposite tax effect of €0 million (previous year: €16 million). In addition, an increase in equity due to currency translation differences of €125 million (previous year: €–75 million) is primarily attributable to Russia, ukraine, Poland, India, the Czech Republic and China, while reductions in equity due to currency translation differences stem mostly from Serbia and hungary. under consideration of the dividend payout for 2009 (€–386 million), the remaining increase in revenue reserves to €3,164 million resulted mainly from the transfer of the net profit for the period due to shareholders of METRO AG for 2010 (€850 million). Non-controlling interests Non-controlling interests comprise the shares held by third parties in the share capital of the consolidated subsidiaries. At year-end, these amounted to €152 million (previous year: €238 million). Aside from changes in comprehensive income attributable to non-controlling interests (€100 million) and dividends (€–143 million), non-controlling interests totalling €46 million were disposed of in the Real Estate segment. As a result, significant non-controlling interests now exist only in Media-Saturn-holding Gmbh. Appropriation of balance sheet profit, dividends dividend distribution of METRO AG is based on METRO AG’s annual financial statements prepared under German commercial law. As resolved by the Annual General Meeting on 5 May 2010, a dividend of €1.180 per ordinary share and €1.298 per preference share, for a total of €385.9 million, was paid in the financial year 2010 from the reported net profit of €409.8 million for 2009. The remaining amount of €23.9 million was carried forward to the new account. The Management Board of METRO AG will propose to the Annual General Meeting to pay from the reported net profit of €455.9 million for 2010 a dividend of €1.350 per ordinary share and €1.485 per preference share for a total → p. 187 of €441.5 million, and to carry the remaining amount of €14.4 million forward to the new account. The net profit of €455.9 million for 2010 includes profit carried forward of €23.9 million. 32. Provisions for pensions and similar commitments € million 31/12/2010 31/12/2009 Pension provisions (employer’s commitments) 573 575 Provisions for indirect commitments 278 239 Provisions for severance benefits 81 83 Provisions for company pension upgrades 5 5 Provisions for company pension plans 937 902 Other provisions for commitments similar to pensions 79 76 1,016 978 Provisions for company pension plans consist, for the most part, of defined benefit plans directly from the employer (employer’s commitments) and defined benefit plans from external providers (benevolent funds in Germany and international pension funds). The external providers’ assets serve exclusively to finance the pension commitments and qualify as plan assets pursuant to IAS 19. The benefits under the different plans are based on performance and length of service. furthermore, the length-of-service benefits are guaranteed certain fixed amounts. The most important pension plans are described in the following. Germany The essential plans generally foresee monthly pension benefits. The amounts are either fixed or depend on the length of service. In individual cases, state pension insurance entitlements are to be charged against these entitlements. Entitlements to widow’s and widower’s pensions also apply. United Kingdom There is a performance-orientated benefit plan with commitments to retirement benefits, early retirement benefits, disability benefits and surviving dependents’ benefits. The amount of the benefits depends on the length of service and the final income subject to pension.
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