34) Issued capital


Deutsche Lufthansa AG’s issued capital totals EUR 1,172.3m. Issued capital is divided into 457,937,572 registered shares, with each share representing EUR 2.56 of issued capital.

A resolution passed at the Annual General Meeting on 29 April 2010 authorised the Executive Board until 28 April 2015, subject to approval by the Supervisory Board, to increase the Company’s issued capital on one or more occasions by up to EUR 561,160,092 by issuing new registered shares on one or more occasions for payment in cash or in kind (Authorised Capital A). Existing shareholders are to be granted subscription rights. In the case of shares issued for payment in kind these rights may be ruled out, while in the case of shares issued for payment in cash they may be ruled out for residual amounts. The Executive Board is further authorised in the case of a capital increase against cash contributions to rule out, subject to approval by the Supervisory Board, a subscription right for existing shareholders on condition that the new shares so issued must not exceed 10 per cent of the issued capital and that the issue price must not be significantly lower than the market price.

A resolution passed at the Annual General Meeting on 3 May 2011 authorised the Executive Board until 2 May 2016, subject to approval by the Supervisory Board, to issue bearer or registered convertible bonds, bond/warrant packages, profit sharing rights or participating bonds (or combinations of these instruments), on one or more occasions, for a total nominal value of up to EUR 1.5bn, with or without restrictions on maturity. To do so, contingent capital (contingent capital II) was created for a contingent capital increase of up to EUR 234,464,035.80, by issuing up to 91,587,514 new registered shares. The contingent capital increase will only take place insofar as the holders of convertible bonds or warrants from bond/warrant packages decide to exercise their conversion and/or option rights.

The resolution passed at the Annual General Meeting on 17 May 2006 authorising the Executive Board until 16 May 2011 to issue convertible bonds and/or bond/warrant packages and to create contingent capital II of EUR 117,227,520 for conversion is suspended.

Under the authorisation dated 16 June 1999 Deutsche Lufthansa AG had issued EUR 750m in convertible bonds with effect from 4 January 2002. The pre-emptive right of the old shareholders was excluded. A total of 750,000 rights of conversion were issued that after the 2004 capital increase entitled the holders to convert them into up to 37,764,350 Lufthansa AG shares at a price of EUR 19.86 each. Convertible bonds were converted early on 4 January 2006 for a total of EUR 699m, 309 conversion rights were exercised (15,558 shares) in 2006, a further 40 conversion rights (2,014 shares) were exercised in 2007 and as of 4 January 2008 convertible bonds amounting to EUR 205,000, and to EUR 43,458,000 on 4 January 2010, were redeemed. As of the balance sheet date there were therefore 6,681 conversion rights outstanding, convertible into up to 336,404 shares in Deutsche Lufthansa AG at a price of EUR 19.86.

There was subsequently contingent capital available (contingent capital I) for a contingent increase in issued capital of up to EUR 97,644,615.68 through the issue of 38,142,428 new registered shares.

A resolution passed at the Annual General Meeting on 24 April 2009 authorised the Executive Board until 23 April 2014, subject to approval by the Supervisory Board, to increase the issued capital by up to EUR 25m, by issuing new registered shares to employees (Authorised Capital B) for payment in cash. Existing shareholders’ subscription rights are excluded.

A resolution passed at the Annual General Meeting held on 29 April 2010 authorised the Executive Board pursuant to Section 71 Paragraph 1 No. 8 Stock Corporation Act (AktG) to purchase treasury shares until 28 April 2015. The authorisation is limited to 10 per cent of current issued capital which can be purchased on the stock exchange or by a public purchase offer to all shareholders.

In 2011 Deutsche Lufthansa AG bought back a total of 2,367,884 of its own shares at an average price of EUR 10.35. This is equivalent to 0.52 per cent of issued capital.

The shares were used as follows:

  • 1,396,042 shares were offered to the staff of Lufthansa AG and 40 other affiliated companies and equity investments as part of the profit-sharing scheme for 2010, at a share price of EUR 10.87.
  • 971,712 shares were used as part of performance-related variable remuneration in 2011 for managers and non-payscale staff of Deutsche Lufthansa AG and 31 further affiliated companies and equity investments at a price of EUR 9.60.
  • 130 shares were allocated to managers and non-payscale staff as part of performance-related remuneration for 2010 at a price of EUR 15.91.

On the balance sheet date treasury shares were no longer held.

Additional information on changes in equity

The Lufthansa Group continues to aim for a sustainable equity ratio of 30 per cent, in order to ensure long-term financial flexibility and stability as a basis for its growth targets. As of 31 December 2011 and 2010, equity and total assets were as follows:

 

in €m

31.12.2011

31.12.2010

Shareholders’ equity

8,044

8,340

in per cent of total assets

28.6

28.4

Liabilities

20,037

20,980

in per cent of total assets

71.4

71.6

Total capital

28,081

29,320

In the financial year 2011 the equity ratio rose again year on year by 0.2 percentage points to EUR 28.6 per cent. As balance sheet equity declined by EUR 296m to EUR 8.0bn, this is largely the result of a sharp fall in financial liabilities and pension provisions.

Lufthansa is not subject to any statute-like capital requirements. Obligations to issue shares still exist in connection with the convertible bond to the extent that the options have not yet been exercised. No conversion rights were exercised in 2011, as in the previous year. The conversion rights still outstanding are listed in the comments on contingent capital.