Subscribed capital and capital reserves
As at 31 December 2014, the Company’s share capital amounted to €98.9 million, which was unchanged on 31 December 2013, and was fully paid up. It was divided into 98.9 million no-par-value shares.
As authorised by the Annual General Meeting on 13 June 2013, 200,000 treasury shares had been repurchased via the stock exchange in 2013 for a planned share-based remuneration programme.
In 2014, the Executive Board of KION GROUP AG decided to introduce an employee share option programme to enable staff members, initially those working for the participating German companies in the KION Group, to derive greater benefit from the success of the Company.
Between 10 September 2014 and 30 September 2014, a further 51,000 treasury shares were repurchased via the stock exchange at an average price of €30.29 in order to provide the shares for employees’ own investments and the free shares under the programme. The total cost was €1.5 million. Due to the issue of 87,438 no-par-value shares under the employee share option programme, KION GROUP AG held 163,562 treasury shares at the reporting date (31 December 2013: 200,000). These are not dividend-bearing and do not confer any voting rights. Further details on the employee share option programme can be found in note .
The total number of shares outstanding as at 31 December 2014 was 98,736,438 no-par-value shares (31 December 2013: 98,700,000 no-par-value shares).
As at 31 December 2014, KION Group employees held options on a total of 29,116 no-par-value shares. The share options granted under the employee share option programme are not dividend-bearing and do not confer any voting rights.
The Annual General Meeting on 19 May 2014 voted to create authorised capital that will enable the KION Group to meet its funding needs quickly and flexibly. Subject to the consent of the Supervisory Board, the Executive Board is authorised until 18 May 2019 to increase the Company’s share capital by up to €9.89 million by way of an issue of up to 9,890,000 new no-par-value bearer shares (2014 Authorised Capital).
To safeguard the Company’s funding options, the Executive Board is also authorised until 18 May 2019 to issue warrant-linked bonds, convertible bonds or profit-sharing rights with a total par value of up to €800 million that contain pre-emptive rights / obligations for up to 9,890,000 no-par-value shares. To this end, a conditional increase was decided upon in order to increase the Company’s share capital by up to €9.89 million by way of an issue of up to 9,890,000 new no-par-value bearer shares (2014 Conditional Capital).
The total amount attributable to shares that was spent in connection with this authorised / conditional capital may not exceed 10 per cent of the share capital. In both cases, the pre-emptive right of shareholders can be excluded in certain circumstances. The corresponding amendments to the Articles of Incorporation were entered in the commercial register on 16 June 2014.
The development of retained earnings is shown in the consolidated statement of changes in equity in > TABLE 038. The retained earnings comprise the net income (loss) for the financial year and past contributions to earnings by the consolidated entities, provided they have not been distributed.
The distribution of a dividend of €0.35 per share to the shareholders of KION GROUP AG resulted in an outflow of funds of €34.5 million in 2014.
Appropriation of profit
The Executive Board and Supervisory Board of KION GROUP AG will propose a dividend of €0.55 per share to the Annual General Meeting on 12 May 2015. As there were 98,736,438 dividend-bearing shares as at 31 December 2014, this equates to a total dividend payout of €54.3 million. Roughly 31 per cent of the net income accruing to the KION Group shareholders will therefore be distributed in dividends.
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) includes the currency translation differences arising from the translation of the financial statements of foreign subsidiaries, the effects of the fair value measurement of derivative financial instruments, the share of profit (loss) of equity-accounted investments, and the gains and losses in connection with defined benefit pension obligations.
Non-controlling interests in companies in the KION Group amounted to €5.3 million (31 December 2013: €5.0 million).