Note 17

Share capital

The share capital is EUR 1,000,015.60, and all of the shares in circulation have been paid in full.

The share capital consists of two share classes: class K and class A. The shares have no nominal value. All shares carry an equal right to dividends and company assets. No class A shares were issued during the 2017 and 2018 financial periods. The redemption clause in the Articles of Association applies to both share classes. The Group held no treasury shares in 2017 or 2018.

When shares are issued, the share subscription price is recognized under share capital unless the share issue decision includes a decision to recognize the subscription price in the invested unrestricted equity fund.

The table shows the changes in the number of shares and the corresponding changes in the Group’s shareholders’ equity.

In 2018, a general meeting of shareholders authorized the Board of Directors to decide upon a share issue. The authorization permits a maximum of 60,000 new class K shares to be subscribed. In addition, the general meeting of shareholders authorized the Board of Directors to decide upon an options program permitting a maximum of 60,000 new class K shares to be subscribed. The general meeting of shareholders also decided upon 3,000 option rights for members of the Board of Directors, permitting each member to subscribe to 500 options from the beginning of 2019. In 2018, a total of 11,800 shares were issued under the 2017 authorization, whereby the Board of Directors decided upon an issue of a maximum of 70,000 shares.

In 2017, a general meeting of shareholders authorized the Board of Directors to decide upon a share issue. Based on the authorization, the Board of Directors decided to issue a maximum of 70,000 class K shares. By December 31, 2017, a total of 51,000 shares had been subscribed. A total of 10,660 options were exercised during the financial period. A total of 6,820 of these exercised options were registered during the 2018 financial period.

In 2016, a general meeting of shareholders authorized the Board of Directors to decide upon a share issue. The authorization permitted a maximum of 50,000 class K shares to be issued. No options were issued on the basis of the open authorization in 2016.

In 2013, iLOQ Ltd’s Board of Directors decided to launch an options program to commit every member of the Group’s personnel to the company. A total of 40,000 options were issued on the basis of the program, and 30,460 options were subscribed by the deadline date of December 31, 2017.

The options program is described in more detail in Note 18 Share-based payments.

Dividends

The profit of EUR 6,507,602.91 for the financial period will be transferred to retained earnings. On December 31, 2018 the company had distributable assets totaling EUR 13,140,165.20, of which EUR 12,420,718.49 is retained earnings, and distributable assets in the invested unrestricted equity fund amounted to EUR 5,151,132.20. Capitalized development expenditure reduces the amount of distributable assets by a total of EUR 4,431,685.49.

The Board of Directors proposes to the general meeting of shareholders that a total of EUR 12,420,718.49 of distributable assets be distributed as a dividend of EUR 2,00 for each class K share registered and in circulation by the decision date.

Invested unrestricted equity fund

The invested unrestricted equity fund includes other equity-type investments and the subscription price of shares unless this was recognized in shareholders’ equity under a specific decision.

Share premium account

In the event that decisions were made concerning option rights while the old Limited Liability Companies Act (29.9.1978/734) was in force, the cash payments received from share subscriptions based on options were recognized in share capital and the share premium account in accordance with the terms of the arrangement, less transaction costs.

Translation differences

The translation difference reserve includes translation differences arising from the translation of the financial statements of foreign units.

The Group’s capital management is described in Note 22 Risk management.

Earnings per share

Undiluted earnings per share are calculated by dividing the profit for the financial year attributable to the parent company’s shareholders by the weighted average number of shares in circulation during the financial period.

When the diluted earnings per share are calculated, the diluting effect of all potential ordinary shares is taken into consideration in the weighted average number of shares. The Group’s potential ordinary shares for diluting purposes are share-based incentive programs that pay out shares.