[16] Group Equity.

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

Distributions.

The distribution of the dividend for fiscal 2015/2016 is calculated on the basis of the profit for the period of €101,887k. Around 50% of this shall be distributed to shareholders in the form of a dividend.

Therefore, a dividend of €1.71 (2014/2015: €0.00) per entitled share is being proposed to the Supervisory Board for the year under review. On the date this report was approved by the Board of Directors, this equated to a distribution of €50,986k. In relation to the closing price on September 30, 2016, of €66.54, the dividend yield is 2.57%. The dividend will be paid directly in accordance with legal provisions and subject to approval at the AGM in January 2017.

According to the German Stock Corporation Act, the distributable dividend is calculated according to retained earnings, which is reported in the annual financial statements of Wincor Nixdorf AG prepared according to the provisions of the German Commercial Code. As of September 30, 2016, Wincor Nixdorf AG’s retained earnings amounted to €374,269k. The retained earnings of €323,284k not being distributed will be carried forward to new account.

No distribution to the shareholders of Wincor Nixdorf AG was carried out during fiscal 2015/2016.

Capital Management.

As a matter of principle, Wincor Nixdorf pursues the goal of generating an appropriate return on invested capital. However, the Group’s reported equity serves merely as a passive management parameter, with sales and EBITA applied as active management parameters.

Subscribed Capital.

The capital stock is divided into 33,084,988 no-par shares (“Stückaktien” governed by German law). All shares issued up to and including September 30, 2016, are fully paid-up. Each share is granted equal voting rights and equal dividend entitlement. Changes in the number of shares issued and entitled to dividend were as follows:

 

 

Balance as of October 1, 2015/September 30, 2016

29,816,211

Weighted average of shares in fiscal 2015/2016

29,816,211

Treasury Shares.

As of September 30, 2016, the total number of treasury shares held by the Company was 3,268,777. This equals 9.88% of the subscribed capital. The acquisition costs, including ancillary costs of acquisition to the amount of €173,712k, amounting to €111k were deducted in full from equity.

Authorized Share Capital.

As the result of a resolution at the AGM on January 20, 2014, the Board of Directors has been authorized to increase the Company’s share capital with the Supervisory Board’s approval by up to €16,542,494.00 through the issue for cash and/or contributions in kind of new ordinary bearer shares under single or multiple initiatives up to January 19, 2019.

Contingent Share Capital.

The share capital is conditionally increased by up to €1,654,249.00, divided into up to 1,654,249 bearer shares (Contingent Share Capital I 2014). This Contingent Share Capital increase is to be used exclusively to cover stock options issued to members of the Company’s Management Board, board members of subordinate associated companies within and outside of Germany, and to other executives and employees of the Company and its subordinate associated companies, as specified in detail in the authorization resolved by the AGM on January 20, 2014, and as detailed in the authorization resolved by the AGM on January 20, 2014, in the version amended by AGM resolution on January 25, 2016. It shall only be effected to the extent that bearers of share options exercise their right to subscribe for Company shares and the Company does not provide the consideration in cash or by means of its own shares. The new shares shall carry dividend rights from the beginning of the fiscal year in which they are issued. Should the issue take place before the ordinary AGM, the new shares shall be entitled to dividends for the previous fiscal year as well.

The share capital is conditionally increased by up to €10,000,000.00, divided into up to 10,000,000 bearer shares (Contingent Share Capital II). The Contingent Share Capital increase to create Contingent Share Capital II shall be carried out only insofar as the holders of option or conversion rights, or the parties who have conversion/option obligations from participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds that are issued or guaranteed up to January 20, 2018, by the Company or a dependent group company of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), pursuant to the authorization adopted by the AGM on January 21, 2013, make use of their option or conversion rights or, if they have conversion/option obligations, fulfill their conversion/option obligation. The new shares shall be issued at the option or conversion price to be defined in accordance with the above authorization adopted. The new shares shall carry dividend rights from the beginning of the fiscal year in which they are issued pursuant to the exercise of option and conversion rights or fulfillment of option or conversion obligations. If they are issued before the ordinary AGM, the new shares shall be entitled to dividends for the previous fiscal year as well. The Board of Directors is authorized, with the consent of the Supervisory Board, to define the further details of the Contingent Share Capital increase.

Authorization to issue participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds and to exclude the subscription right.

The Board of Directors was authorized by the AGM on January 21, 2013, with the consent of the Supervisory Board, once or several times up to January 20, 2018,

  • to issue bearer participatory certificates (i) to which bearer participatory certificates with warrants are attached or (ii) that are attached to a conversion right for the holder for a maximum term of 20 years as of their issue, and to grant option rights to the holders of participatory certificates with warrants and conversion rights to the holders of convertible participatory certificates to bearer shares in the Company as detailed by the conditions of the participatory certificates with warrants or convertible participatory certificates

and instead of or in addition

  • to issue bearer bonds with warrants and/or bearer convertible bonds and/or bearer income bonds (hereinafter referred to jointly as “bonds with warrants and/or convertible bonds”) with a maximum term of 20 years and to grant option rights to the holders of bonds with warrants and conversion rights to the holders of convertible bonds to bearer shares in the Company as detailed by the conditions of the bonds with warrants or convertible bonds.

The aggregate principle amount of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds to be issued under this authorization shall not exceed €500,000,000.00. Option rights or conversion rights shall only be issued for Company shares that account for a maximum total of €10,000,000.00 of the capital stock.

The Board of Directors was also authorized to exclude the subscription right of shareholders in certain cases. For details and other conditions to the authorization and exclusion of the subscription right, please refer to the section “Takeover-related Disclosures” of the Group Management Report.

Retained Earnings.

Other retained earnings contain the cumulative profits made by the subsidiary companies included in the Group financial statements, the profit for the period, other consolidation reserves, reserves resulting from expired share-based payment programs, actuarial gains and losses recognized in other comprehensive income, and effects of the limit on plan assets as well as corresponding deferred tax effects.

Other Components of Equity.

Other components of equity consist of all amounts recognized directly in equity resulting from the translation of the financial statements of foreign subsidiaries, the effects of recognizing changes in the fair value of derivative financial instruments directly in equity, deferred taxes on items recognized directly in equity, as well as the additional funds received from the issue of shares.

Other Comprehensive Income.

The table below presents the development of other comprehensive income and the associated tax effects:

Tax Effects Other Comprehensive Income.

 

 

 

€k

 

2015/2016

2014/2015

 

Gross result

Taxes

Net result

Gross result

Taxes

Net result

Cash flow hedges

8,266

–2,403

5,863

6,978

–2,093

4,885

Exchange rate changes - reclassified to profit or loss

–13,648

0

–13,648

12,345

0

12,345

Actuarial gains and losses

–36,322

9,326

–26,996

–6,139

–6,375

–12,514

Other comprehensive income

–41,704

6,923

–34,781

13,184

–8,468

4,716