E_mg_GB_03_vorne-29_3_04

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116 Supplemental cash flow information 1/1/2003 - 10/1/2002 - 12/31/2003 12/31/2002 u ’000 t ’000 Cash paid for interest – 79,607 – 10,819 Cash paid for taxes – 51,130 – 12,453 7) Prepaid Expenses This item essentially comprises rents, vehicle tax, and insurance premiums. As of December 31, 2003, the total amount came to a29.697 million (prior year: a33.951 million), a23.125 million (prior year: a27.531 million) of which was deferred for less than one year. 8) Shareholders’ Equity Capital stock The capital stock of mg technologies ag totaled a496.890 million at the balance sheet date. It consists of 194,366,618 no par value bearer shares. Changes in capital stock during the year were as follows: Balance at December 31, 2002 494,246,972 Increase in capital stock pursuant to the resolution adopted by the Annual Shareholders’ Meeting on March 31, 2000 2,610,145 Increase in capital stock pursuant to the resolution adopted by the Extraordinary Shareholders’ Meeting on August 20, 1999 33,252 Balance at December 31, 2003 496,890,369 Each equity security accounts for a rounded notional a2.56 (DM 5) of the capital stock. 1,021,000 options were exercised and exchanged for 1,021,000 mg shares under the 2000/2003 stock option program based on the authorization granted by the Annual Shareholders’ Meeting on March 31, 2000 to increase the conditional capital. Pursuant to the resolution adopted by the Extraordinary Shareholders’ Meeting on August 20, 1999 concerning the increase of conditional capital, 2,487 GEA common shares and 5,908 GEA preference shares were exchanged for 13,007 mg technologies ag shares in 2003. Authorized Capital Resolution Adopted by Expiring Amount Annual Shareholders’ Meeting on t Authorized capital I March 28, 2002 March 27, 2007 77,000,000 Authorized capital II March 27, 1997 March 26, 2002 – expired – Authorized capital III March 31, 2000 March 30, 2005 75,000,000 Authorized capital IV April 2, 1998 April 1, 2003 – expired – t 152,000,000
MANAGEMENT SHARE STRATEGY SPECIAL SECTION MANAGEMENT REPORT FINANCIAL STATEMENTS FURTHER INFORMATION Consolidated Balance Sheets • Statements of Income • Statements of Cash Flows • Statements of Changes in shareholders’ Equity • Fixed Assets Schedule • Notes • Independent Auditors’ Report With the authorized capital I, the Executive Board is authorized, with Supervisory Board approval, to increase the share capital by issuing new no par value shares against cash contributions on one or more occasions and, in doing so, to determine a starting date for profit participation other than that stipulated by law pursuant to section 5 (4) of the articles of incorporation. The authorized capital III allows the capital stock to be increased through the issue, on one or more occasions, of new no par value shares against non-cash contributions, and the Executive Board may, pursuant to section 5 (4) of the articles of incorporation, determine a starting date for profit participation other than that stipulated by law. Furthermore, the Executive Board is authorized, with Supervisory Board approval, to decide on the exclusion of subscription rights and to determine the further details of the capital increase and the conditions governing the issuance of shares. Conditional Capital 12/31/2003 12/31/2002 u ’000 t ’000 Stock option program GEA shareholders’ right to compensation pursuant to 25,510,908 28,121,053 section 305 of the German Joint Stock Corporation Act (AktG) 3,210,619 3,243,871 Convertible participatory capital 1,278 1,278 28,722,805 31,366,202 By resolution of the Extraordinary Shareholders’ Meeting of August 20, 1999, the conditional capital was increased by a total of a101,804,881, divided into up to 39,822,608 bearer shares. The increase in conditional capital is utilized for compensation payments in the form of shares of mg technologies ag to external shareholders of GEA Aktiengesellschaft, Bochum. The exchange ratio is five mg technologies ag shares for three common shares of GEA Aktiengesellschaft or three mg technologies ag shares for two preferred shares of GEA Aktiengesellschaft. The conditional capital increase will only be carried out to the extent that external shareholders of GEA Aktiengesellschaft utilize their right to compensation. For further details, please refer to the comments on capital stock. For further information on the conditional capital relating to the stock option program, please refer to the sections below. Stock Option Program As part of a stock option program based on a conditional capital of a28,121,053, the Annual Shareholders’ Meeting of mg technologies ag of March 31, 2000 decided to authorize the Executive Board, with Supervisory Board approval, to issue on one or more occasions up to 11 million option rights with a maximum maturity of five years to Group executives on or before September 30, 2005. Shareholders’ statutory subscription rights are excluded. The stock option program has been offered annually to executives of the mg Group in tranches, each of which runs for a period of three years. The option rights were offered to eligible participants for subscription for a period of four weeks, starting from the respective Annual Shareholders’ Meeting. 117
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“2003 was a year of transition fo
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Consolidated Key Figures 2003 RESUL
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Creating freedom for action CONTENT
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MANAGEMENT SHARE STRATEGY SPECIAL S
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zation As the world’s population
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The pharmaceutical industry will co
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Milk Last year, over 160 million co
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Key Figures for the mg Group RESULT
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