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METRO GROUP : ANNUAL REPORT 2010 : BUSINESS
→ GROUP MANAGEMENT REPORT : 9. NOTES PURSUANT TO § 315 SECTION 4 OF ThE GERMAN COMMERCIAL COdE
ANd EXPL ANATORy REPORT OF ThE MANAGEMENT BOARd
9. Notes pursuant to § 315
Section 4 of the German
Commercial Code and
explanatory report of the
Management Board
Composition of capital (§ 315 Section 4 No. 1 of
the German Commercial Code)
On 31 december 2010, the share capital of METRO AG
totalled €835,419,052.27. It is divided into a total of
326,787,529 no-par value bearer shares. The proportional
value per share amounted to about €2.56.
The share capital is broken down into the following types of
shares:
Ordinary shares
Shares
Proportional value of the share capital
324,109,563
in €
Preference shares
828,572,941 (yields 99.18%)
Shares
Proportional value of the share capital
2,677,966
in €
Total share capital
6,846,111 (yields 0.82%)
Shares 326,787,529
€ 835,419,052
Each ordinary share of METRO AG grants an equal voting
right. In addition, ordinary shares of METRO AG entitle the
holder to dividends. In contrast to ordinary shares, preference
shares of METRO AG principally do not carry voting
rights and give a 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
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
→ p. 118
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 herein below, 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.”
Other rights associated with ordinary and preference shares
include in particular the right to attend the Annual General
Meeting (§ 118 Section 1 of the German Stock Corporation
Act), the right to information (§ 131 of the German Stock Corporation
Act) and the right to file a legal challenge or a complaint
for nullity (§§ 245 No. 1–3, 246, 249 of the German
Stock Corporation Act). In addition to the previously mentioned
right to receive dividends, shareholders principally
have a subscription right when the share capital is increased
(§ 186 Section 1 of the German Stock Corporation Act),
claims to liquidation proceeds after the closure of the Company
(§ 271 of the German Stock Corporation Act) and to
compensation and settlements as a result of certain structural
measures, particularly those pursuant to §§ 304 ff.,
320b, 327b of the German Stock Corporation Act.
Limitations relevant to voting rights (§ 315
Section 4 No. 2 of the German Commercial Code)
during the reporting year, an agreement existed among
BvG Beteiligungs- und vermögensverwaltung Gmbh,
Franz haniel & Cie. Gmbh, haniel Finance B.v., haniel
Finance deutschland Gmbh, haniel Beteiligungsfinanzierungs
Gmbh & Co. KG, haniel Beteiligungs-Gmbh,
METRO vermögensverwaltung Gmbh & Co. KG, METRO
vermögensverwaltung Gmbh, 1. hSB Beteiligungsverwaltung
Gmbh & Co. KG and 1. hSB verwaltung Gmbh to coordinate
the exercise of voting rights associated with shares
of METRO AG.