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METRO gROUP : ANNUAL REPORT 2011 : BUsiNEss
→ noTes : noTes To THe BalanCe sHeeT
The value of the balance sheet item “assets held for sale”
increased by €231 million as a result of the reclassification
of several real estate assets from non-current assets and
renovation-related retroactive capitalisations of real estate
assets already included in assets held for sale. The sale of
real estate assets and an investment resulted in a reduction
of assets held for sale by €49 million.
MeTRo GRoUp assumes that the properties recognised as
“assets held for sale” will be sold during the course of 2012.
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
€219 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 2010 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 31/12/2011
ordinary shares 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 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 that the
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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 nonvoting
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.”
Contingent capital i
The annual General Meeting on 5 May 2010 resolved a contingent
increase in the share capital by up to €127,825,000,
divided into up to 50,000,000 ordinary bearer shares (contingent
capital I). This contingent capital increase is connected
to the creation of a new authorisation for the Management
Board to issue warrant or convertible bearer bonds (“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
4 May 2015 and to grant the bond holders warrant or convertible
rights to up to 50,000,000 new ordinary shares in the
Company based on the conditions of the bonds, to provide for
the respective warrant or conversion 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
cash payment. To date, no warrant and/or convertible bonds
have been issued based on said authorisation.
Authorised capital i
on 23 May 2007, the annual General Meeting resolved to
authorise the Management Board to increase the share capital,
with the consent of the supervisory Board, by issuing new
ordinary bearer shares in exchange for cash contributions in
one or several tranches for a total maximum of €40,000,000
by 23 May 2012 (authorised capital I).
a subscription right is to be granted to existing shareholders.
However, the Management Board has been authorised to
restrict this subscription right, with the consent of the supervisory
Board, to the extent required to grant the holders of