Annual Report 2009/10 Excellence in Retailing - Douglas Holding
Annual Report 2009/10 Excellence in Retailing - Douglas Holding
Annual Report 2009/10 Excellence in Retailing - Douglas Holding
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152 F<strong>in</strong>ancial statements<br />
Facts & figures<br />
Consolidated <strong>in</strong>come statement<br />
Consolidated balance sheet<br />
Statement of changes <strong>in</strong> Group equity<br />
Segment report<strong>in</strong>g<br />
Consolidated Cash Flow statement<br />
Notes<br />
Notes to the <strong>in</strong>come statement<br />
Notes to the balance sheet<br />
Auditor’s report<br />
The Shareholders’ Meet<strong>in</strong>g on March 24, 20<strong>10</strong> authorized the Executive Board pursuant<br />
to Section 71 (1) No. 8 of the German Stock Corporation Act (AktG), with the approval<br />
of the Supervisory Board, to acquire own shares of up to <strong>10</strong> percent of the share capital up<br />
to September 23, 2011. This authorization has not been acted on.<br />
Earn<strong>in</strong>gs per share are calculated by divid<strong>in</strong>g net <strong>in</strong>come by the average number<br />
of shares outstand<strong>in</strong>g <strong>in</strong> the year under review. These <strong>in</strong>creased <strong>in</strong> fiscal year <strong>2009</strong>/<strong>10</strong><br />
through the issue of 39,315,424 employee shares (previous year: 39,273,539).<br />
Authorized capital I<br />
By way of a shareholders’ resolution dated March 12, 2008, the Executive Board was<br />
authorized, with the approval of the Supervisory Board, to <strong>in</strong>crease the company’s share<br />
capital by up to 25.0 million EUR <strong>in</strong> the period up to March 11, 2013 by issu<strong>in</strong>g s<strong>in</strong>gle or<br />
multiple new, no-par value bearer shares aga<strong>in</strong>st cash or non-cash contributions.<br />
In so do<strong>in</strong>g, the shareholders are to be granted subscription rights for cash capital <strong>in</strong>creases.<br />
However, the Executive Board is authorized, with the approval of the Supervisory<br />
Board, to exclude fractions from the shareholders’ subscription rights. In the case of noncash<br />
capital <strong>in</strong>creases, the Executive Board is authorized, with the approval of the Supervisory<br />
Board, to exclude shareholders’ subscription amounts up to a nom<strong>in</strong>al amount of<br />
12.5 million EUR <strong>in</strong> total for the purpose of acquir<strong>in</strong>g companies or participat<strong>in</strong>g <strong>in</strong>terests<br />
<strong>in</strong> companies. The Executive Board is also authorized, with the approval of the Supervisory<br />
Board, to def<strong>in</strong>e the conditions for issu<strong>in</strong>g shares and the further details for implement<strong>in</strong>g<br />
capital <strong>in</strong>creases from authorized capital. Authorized capital I has not been utilized to date.<br />
Authorized capital II<br />
By way of a resolution of the Shareholders´ Meet<strong>in</strong>g dated March 12, 2008, the Executive<br />
Board was authorized, with the approval of the Supervisory Board, to <strong>in</strong>crease the company’s<br />
share capital by up to 1.5 million EUR <strong>in</strong> the period up to March 11, 2013 by issu<strong>in</strong>g new,<br />
no-par value bearer shares aga<strong>in</strong>st cash contributions on one or several occasions.<br />
In so do<strong>in</strong>g, the Executive Board can, with the approval of the Supervisory Board, exclude<br />
shareholders’ subscription rights <strong>in</strong> order to issue the new no-par value shares to employees<br />
of the company or of an associated company. The Executive Board, with the approval<br />
of the Supervisory Board, decides on the issue of new no-par value shares and the<br />
conditions of the issue. Includ<strong>in</strong>g the 41,580 shares issued to employees dur<strong>in</strong>g the year under<br />
review (is equivalent to capital stock of 124,740.00 EUR), authorized capital II has to date been<br />
utilized <strong>in</strong> the amount of 0.3 million EUR. A further 56,330 employee shares were issued <strong>in</strong><br />
November 20<strong>10</strong> at a price of 20.00 EUR. These carry dividend rights for the year under review.<br />
Additional paid-<strong>in</strong> capital<br />
Additional paid-<strong>in</strong> capital comprises of the excess paid by shareholders over the par<br />
value price of capital stock. Premiums from the capital <strong>in</strong>crease for employee shares <strong>in</strong> the<br />
amount of 1.1 million EUR were added to the additional paid-<strong>in</strong> capital.<br />
As part of the employee shares option program, employees are permitted to purchase<br />
a specific number of DOUGLAS HOLDING AG shares once a year at a subscription price.<br />
Employees are permitted to order the shares on a predeterm<strong>in</strong>ed date <strong>in</strong> the first quarter