Group Equity


The changes in Group equity and individual elements thereof are shown in detail in the Changes in Equity table.

Subscribed Capital. At the Annual General Meeting of Shareholders on January 29, 2007, the Wincor Nixdorf shareholders passed a resolution for the Company‘s capital stock to be doubled through the issuance of new shares from €16,542,494.00 (divided into 16,542,494 ordinary shares) to €33,084,988.00 (divided into 33,084,988 ordinary shares). The capital increase came into effect upon entry in the Commercial Register on March 14, 2007. The issuance of new shares (bonus shares) took place on March 22, 2007.

Treasury Shares. On December 20, 2006, the Board of Directors of Wincor Nixdorf AG passed a resolution for the repurchase of up to 166,390 of the Company‘s shares (constituting up to 1.01% of the capital stock on December 20, 2006) via the stock exchange. The resolution is based on the corresponding authorization issued by the Annual General Meeting of Shareholders for the repurchase of own equity instruments in an amount of up to 10% of capital stock. The purchase price per share (excluding ancillary costs of acquisition) shall deviate by no more than 5% in either direction from the average share price at the closing auction of XETRA trading on the Frankfurt Stock Exchange for the final ten trading days prior to the purchase of the shares. The repurchased shares are to be used for the purpose of settling obligations arising from share options already issued or to be issued to members of Board of Directors, other managers or staff members. Between December 20, 2006, and January 12, 2007, 166,390 shares were bought at an average price of €117.05. The acquisition costs, including ancillary costs of acquisition, amounting to €19,495k were deducted in full from equity. Due to the issuance of bonus shares, the number of shares has doubled to 332,780 without having an effect on the acquisition costs.

On March 14, 2007, the Board of Directors of Wincor Nixdorf AG passed a resolution for the repurchase, as from March 15, 2007, of up to 185,000 of the Company‘s shares via the stock exchange. In doing so, the Board of Directors availed itself of the authorization granted by the Annual General Meeting of Shareholders on January 29, 2007. Due to the capital increase through issuance of new shares in a ratio of 1:1, as also approved at the Annual Meeting of Shareholders, the number of shares to be repurchased will rise to 370,000. The purchase price per share (excluding ancillary costs of acquisition) shall deviate by no more than 5% in either direction from the average share price at the closing auction of XETRA trading on the Frankfurt Stock Exchange for the final ten trading days prior to the purchase of the shares. The repurchased shares are to be used for the purpose of settling obligations arising from share options already issued or to be issued to members of Board of Directors, other managers or staff members. As of June 30, 2007, the number of treasury shares held by the Company was 186,334 which were repurchased due to this program. The acquisition costs, including ancillary costs of acquisition, amounting to €12,293k were deducted in full from equity.

As of June 30, 2007, the total number of treasury shares held by the Company was 519,114. The acquisition costs, including ancillary costs of acquisition, amounting to €31,788k were deducted in full from equity.

Share-based Payment Program. The vesting period for the 2005 share-based payment program expired on March 31, 2007, and of the 350,500 share options issued 321,040 have been exercised. The weighted average share price at the date of exercise was €69.51. The share options were redeemed by the allocation of shares (13,500 share options) purchased on the market and by cash settlement (307,540 share options). From this, there was no change to the total number of shares issued. The expenses incurred have been charged directly against equity.

As of February 27, 2007 Wincor Nixdorf granted 237,240 share options for an exercise price of €138.79 under another share-based payment program to its managers (share-based payment program 2007). Due to the capital increase, the number of share options has doubled to 474,480, while the exercise price has been halved to €69.40. The vesting period of the share options is two years. Each share option entitles the bearer to purchase one share in the company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. The strike price in each instance corresponds to 110% of the value at the outset; it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria are not subsequently lowered during the life of the program. In order to sign up to acquire, and later exercise, share options employees must make a separate private investment in Company shares at a ratio of 1:10 (shares : share options), and such shares must be held by them for the entire holding period of two years. The share option must be exercised within ten days after the end of the vesting period. The Company is entitled to settle the options either in shares or cash. Basically, the holder of the option has to remain in the Company‘s employ until the end of the vesting period.

The fair value of the option of €8.88 (after capital increase) has been calculated by the application of the Black-Scholes-Merton formula by an external expert. The following inputs have been used (after capital increase):

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Exercise price of the option

 

€69.40

Expected volatility

 

28.0%

Option life

 

2 years

Expected dividend

 

€.40

Risk-free interest rate

 

4.0%

Fluctuation of employees

 

3.6%

Expected volatility complies with the 2-years historic volatility of the Wincor Nixdorf share.

The changes in the composition of share options are as follows (share-based payment program 2004, 2005, 2006 and 2007):

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9 months 2007

 

9 months 2006

 

 

Share options

number

 

Average exercise
price

 

Share options

number

 

Average exercise
price

As of October 1

 

684,280

 

46.25

 

775,500

 

27.98

Granted during the period

 

474,480

 

69.40

 

333,780

 

58.51

Exercised during the period

 

321,040

 

34.57

 

398,500

 

22.55

Expired during the period

 

37,460

 

40.55

 

26,500

 

22.55

As of June 30

 

800,260

 

64.92

 

684,280

 

46.25

Exercisable as of June 30

 

0

 

 

0

 

In accordance with the requirements of the respective share-based payment programs, the capital increase resulted in a doubling of the number of share options and a halving of the exercise price. The comparative figures reported for the period from October 1, 2005 to June 30, 2006 have been adjusted. Share options which expired in the period from October 1, 2006 to June 30, 2007 relate solely to staff members. The share-based payment programs 2004, 2005 and 2006 are described in detail in the Notes to the Group financial statements as of September 30, 2006.

Dividend Distribution. On January 29, 2007, the Annual General Meeting of Shareholders of Wincor Nixdorf AG passed a resolution in favor of the proposed dividend payment of €2.80 per share for fiscal 2005/2006. The total dividend payment amounted of €45,853,091.20.