Earnings per Share
Under IAS 33.10, basic earnings per share “shall be calculated by dividing profit or loss attributable to ordinary equity holders of the parent entity (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period”.
Since there were no potential dilutive effects either in 2007 or in the current reporting period, the basic earnings per share correspond to the diluted earnings per share.
After a capital increase using authorised capital, the company’s share capital was increased by EUR 23,878,216.94 from its previous value of EUR 109,009,251.26 by the issuance of 23,000,000 shares. The capital increase was registered in the commercial register on 9 May 2008, thereby becoming effective on that date.
The commercial register hence shows the Company’s share capital being equal to EUR 132,887,468.20, divided into 128,000,000 no-par value ordinary bearer shares with voting rights, with each share participating equally in the share capital.
The Managing Board is authorised to increase the share capital of the Company by a nominal amount of EUR 30,626,408.69 through the issuance of 29,500,000 no-par value ordinary bearer or registered shares against cash or in-kind contributions in one or more tranches by 15 April 2013 at the latest. The terms of the share rights, the exclusion of shareholder pre-emptive rights, and the other terms and conditions of the share issue shall be decided by the Managing Board subject to the approval of the Supervisory Board. Preference shares without voting rights may also be issued, with rights equivalent to those of existing preference shares. The offering prices of ordinary and preference shares may differ.
The General Annual Meeting of 16 April 2008 authorised the Managing Board to issue, subject to the approval of the Supervisory Board, one or more tranches of bearer convertible bonds with a total nominal value of up to EUR 2,000,000,000.00 on or before 15 April 2013, including the authorisation to exclude shareholder pre-emptive rights, and to grant the holders of convertible bonds conversion rights to up to 30,000,000 no-par value ordinary bearer shares with voting rights in conformity with the convertible bond terms established by the Managing Board. The share capital has therefore been raised in accordance with § 159 (2)(1) of the Austrian Stock Corporation Act by a contingent capital increase of up to EUR 31,145,500.36 through the issuance of up to 30,000,000 no-par value ordinary bearer shares with voting rights. The contingent capital increase will only be implemented to the extent that holders of convertible bonds issued on the basis of the General Annual Meeting resolution of 16 April 2008 exercise the subscription or exchange rights they were granted. The Managing Board has not adopted any resolutions to date concerning the issuance of convertible bonds based on the authorisation granted on 16 April 2008.
The General Annual Meeting of 16 April 2008 also authorised the Managing Board to acquire the Company’s own no-par value bearer shares in accordance with § 65(1)(4) and (8) of the Austrian Stock Corporation Act to the maximum extent permissible by law during a period of 30 months following the date the General Annual Meeting resolution was adopted. The amount payable upon repurchase of the Company’s own shares may not be more than 50% below or more than 10% above the average unweighted stock exchange closing price on the ten stock exchange trading days preceding the repurchase. The Managing Board may decide to make the purchase via the stock exchange, through a public offer or in any other legally permissible and expedient manner. The Managing Board has made no use of this authorisation to date. The Company held no treasury shares as of 31 December 2008.
The General Annual Meeting of 16 April 2008 further authorised the Managing Board to issue, subject to Supervisory Board approval, one or more tranches of income bonds with a total nominal value of up to EUR 2,000,000,000, including authorisation to exclude shareholder pre-emptive rights. On 12 June 2008, income bonds with a total nominal value of EUR 250,000,000.00 were issued, which are listed on the Vienna Stock Exchange. The interest rate is 8% p.a. until 12 September 2018 (fixed interest rate), after which the bonds pay variable interest. The Company has the right to call the bonds with three months’ notice as of the start of the variable interest period.
Proposed allocation of profits
Wiener Städtische Versicherung AG Vienna Insurance Group concluded fiscal year 2008, under Austrian accounting rules, with an unappropriated surplus for the year of EUR 274,252,807.54. The following allocation of profits has been proposed in connection with the ordinary General Annual Meeting: The 128 million shares are to receive a dividend of EUR 1.10 per share.4 May 2009 was set as the payment and ex-dividend date for this dividend. The 128 million shares will also receive a dividend bonus of EUR 0.90 per share. 27 October 2009 was set as the payment and ex-dividend date for this loyalty bonus. A total of EUR 256,000,000 is to be distributed. The net retained profits of EUR 18,252,807.54 for financial year 2008 remaining after distribution of the dividend and the bonus dividend are to be carried forward.
The adjusted capital to be disclosed under § 86h(5) VAG was equal to EUR 2,221,763,000 as of 31 December 2008, without deduction of equalisation provisions, and EUR 1,893,932,000 when reduced by the equalisation provisions. The adjusted capital calculation was performed before taking minority interests into account.