Note 17

Share capital

The share capital is EUR 1,000,015.60 and all outstanding shares are paid in full.

The company’s shares consist of two series: K shares and A shares. The shares have no nominal value. All shares have equal rights to dividends and company assets. A shares have not been issued during the financial years 2018-2019. The Group has 5,300 treasury shares on 31 December 2019.

The subscription price received in connection with the issue of shares is credited to share capital insofar as the resolution on share issuance does not include a decision to credit the issue price to reserve for invested non-restricted equity.

The following table specifies changes in the numbers of shares and corresponding changes in shareholders’ equity.

In 2019, the Annual General Meeting authorized the Board of Directors to decide on a share issue and on the issuance of other special rights entitling to shares. Under the authorization, a maximum of 150,000 new or treasury series K shares could be issued either for consideration or without consideration. On the basis of the authorization, shares or special rights entitling to shares can also be offered as a directed share issue in deviation of the shareholders’ subscription right. The Board of Directors is also free to decide about the terms and conditions of a share issue or special rights.

The 2019 share issue of 2,500 shares is connected with the 2018 authorization in which the Annual General Meeting decided about a directed issue of option rights of 3,000 options to be directed to the Board of Directors.

In 2018, the Annual General Meeting authorized the Board of Directors to decide on a share issue. Under the authorization granted, a maximum of 60,000 new series K shares can be subscribed. In addition, the Annual General Meeting authorized the Board of Directors to decide about an option program under which a maximum of 60,000 new series K shares can be subscribed. The Annual General Meeting further decided about an option right of 3,000 options to be directed to the Board of Directors under which the members of the Board of Directors can subscribe for 500 options each from the beginning of 2019. The 2018 share issue of 11,800 shares is connected with the 2017 authorization in which the Board of Directors decided on a share issue of a maximum of 70,000 shares in total.

In 2017, the Annual General Meeting authorized the Board of Directors to decide on a share issue. Under the authorization granted, the Board of Directors has decided to issue a maximum of 70,000 series K shares. By 31 December 2017, 51,000 shares of the issue were subscribed. Of these share options, 10,660 were registered during the financial year. Of these share options, 6,820 were registered during the financial year 2018.

Dividends

Profit for the financial period, EUR 5,662,620.64, is recognized in the retained earnings account. The company’s distributable funds on 31 December 2019 total EUR 13,996,281.92, of which the amount of retained earnings is EUR 15,028,451.13 and the distributable funds in the invested unrestricted equity fund are EUR 5,301,132.20. The distributable funds are reduced by capitalized development expenses totaling EUR 6,333,301.41.

The Board of Directors proposes to the Annual General Meeting that the profit for the financial year is transferred to the profit and loss account and that no dividends are paid out.

The Annual General Meeting of 21 March 2019 decided that a dividend of EUR 2.00 be distributed per each outstanding series K share registered by the time of the decision, a total of EUR 2,471,888.00.

Reserve for invested non-restricted equity

Reserve for invested non-restricted equity includes other equity investments and the subscription price of shares, to the extent that it is not specifically decided to be recorded in share capital.

Share premium reserve

In cases, where a decision on the option rights has been made under the former Companies Act (29.9.1978/734) the cash received for the share subscription on the basis of the option has been recorded to share capital and share premium reserve according to the conditions of the arrangement. Transaction costs have been deducted.

Translation differences

The reserve for translation differences comprises translation differences arising from the translation of financial statements of foreign operations.

The Group’s capital management is presented in note 22 Risk management.

Earnings per share

Undiluted earnings per share is calculated by dividing the profit attributable to owners of the parent company by the average number of outstanding shares during the financial year.

When calculating the diluted earnings per share, the dilutive effect of all dilutive potential ordinary shares is taken into account in the weighted average number of outstanding shares. The Group’s dilutive potential ordinary shares consist of share-based incentive arrangements payable in shares.