€ million Dec. 31, 2004 Dec. 31, 2005
Subscribed capital 905.1 910.7
Capital reserves 537.6 550.5
Revenue reserves 520.1 599.2
Group retained earnings 68.0 82.1
2,030.8 2,142.5
Subscribed capital
The subscribed capital increased by € 5,536,470 in 2005 due to the use of some of the authorized capital after the capital increase in return for the injection of cash to issue shares in connection with the employee investment plan.
Shares have been created in the current fi scal year to satisfy the stock options within the framework of the restricted authorized capital of € 4,276,250. The conditions for exercis- ing the subscription rights for the 1st and 3rd tranche were met in fi scal 2005.
The subscribed capital increased by a further € 0.1 million as a result of the transfer of treasury shares.
Number of shares in free fl oat and treasury shares
The subscribed capital consists of 91,192,355 (previous year: 90,638,708) bearer shares with no par value, each of which accounts for € 10.00 of the capital stock.
Floating and treasury share movements in accordance with § 160 of the Stock Corpora- tion Law (AktG):
Subscribed capital Number Floating shares Number Treasury shares Number Amount of capital stock in € Share of capital stock in % On Jan. 1, 2005 90,638,708 90,515,040 123,668 1,236,680 0.136
Employee investment plan:
Capital increase 126,022 126,022
Management stock option plan
(MSOP): Capital increase 427,625 427,625 Executive Board compensation:
Transfer of shares to members of
the Executive Board 9,743 – 9,743 – 97,430 0.011
On Dec. 31, 2005 91,192,355 91,078,430 113,925 1,139,250 0.125
The new shares issued on the basis of the employee investment plan were transferred to the employees at a price of € 30.68 on May 25, 2005.
The shares that form part of the compensation paid to the Executive Board were calcu- lated on the basis of a value of € 31.68.
Authorized capital
€ 1,260,220 of the authorized capital of € 11.0 million available on December 31, 2004 (original amount: € 15.0 million) were used to issue new shares in return for the injec- tion of cash for the purpose of issuing shares to employees of Fraport AG and companies controlled by it. The company’s existing shareholders are not allowed to subscribe. The remaining authorized capital of € 9.7 million was released and a resolution passed on new authorized capital of € 9.5 million.
Restricted authorized capital
The purpose of the restricted authorized capital was expanded at the Annual General Meeting held on June 1, 2005. In addition to satisfying subscription rights issued but not yet exercised arising from the Fraport Management Stock Options Plan (MSOP 2001) adopted at the Annual General Meeting held on March 14, 2001, the restricted capital in- crease also serves to satisfy subscription rights arising from the adopted Fraport Manage- ment Stock Options Plan 2005 (MSOP 2005). The Executive Board and the Supervisory Board are authorized to issue up to 1,515,000 stock options to benefi ciaries entitled to subscribe until August 31, 2009 in accordance with the conditions regulating the alloca- tion of stock options. The authorization to grant subscription rights in accordance with MSOP 2001 was cancelled at the Annual General Meeting held on June 1, 2005.
The restricted authorized capital amounted to € 8.3 million (original amount: € 13.9 mil - lion) on December 31, 2005. € 4.3 million (427,625 options) of the subscription rights already granted were exercised in 2005.
The capital increase to satisfy subscription rights within the framework of the 2001 stock option plan is only being made to the extent that the holders of subscription rights (mem- bers of the Executive Board and managers of Fraport AG deployed in Germany as well as the directors and managers of Fraport AG’s affi liated companies) exercise their subscrip- tion rights and the company does not satisfy the share options with treasury shares or by transfer of shares by third parties.
The capital increase to satisfy subscription rights within the framework of the Manage- ment Stock Options Plan 2005 is only being carried to the extent that the holders of sub- scription rights exercised their subscription rights granted in the Management Stock Op- tions Plan 2005 on the basis of the authorization referred to above, the company satisfi ed the stock options not using treasury shares, the transfer of shares by a third party or a cash payment, and the restricted capital for the Management Stock Options Plan 2001 was not already used up or is necessary to satisfy the Management Stock Options Plan 2001. A total of 1,071,350 stock options were issued from the MSOP 2001 and 2005 by the balance sheet date.
Capital reserves
The change in the capital reserves is the result of an increase of € 2.6 million consisting of the excess issue amount (€ 20.68 per share) of the total of 126,022 new shares issued in the context of the employee investment plan and the excess issue amount of € 6.3 million (1st tranche: € 21.55/2nd tranche: € 15.64/3rd tranche € 8.69 per share) of the total of 427,625 shares issued within the framework of the restricted authorized capital to satisfy the stock options.
The capital reserves have increased by a further € 0.1 million by the acquisition and trans- fer of treasury shares.
€ 1.7 million was transferred from other revenue reserves to capital reserves on account of fi rst-time adoption of IFRS 2.
Personnel expenses of € 2.2 million (previous year: € 3.4 million) were incurred in con- nection with the Management Stock Option Plan in the year under review. This amount was recorded in capital reserves.
Revenue reserves
The revenue reserves consist not only of the reserves of Fraport AG (including the statu- tory reserves of € 36.5 million) but also the revenue reserves and retained earnings of the subsidiaries incorporated in the consolidated fi nancial statements as well as effects of consolidation measures. The currency translation differences amount in total to € – 7.8 million (previous year: € – 14.6 million). This fi gure includes currency translation differ- ences of € – 9.2 million from the at equity valuation of the Philippine companies, which are not charged to Group earnings until the companies are disposed of in accordance with IAS 21. The reserves for derivative valuation amount to € – 7.8 million (previous year: € – 3.2 million). The substantially higher value disclosed for the other revenue reserves compared to the fi nancial statements of Fraport AG is due mainly to the higher valuation of property, plant and equipment.
Group retained earnings
The Group retained earnings correspond to the retained earnings of Fraport AG. The pro- posed dividend amounts to € 0.90 per share (previous year: € 0.75 per share).
According to the company statutes, the Executive Board and the Supervisory Board are entitled to transfer more than 50% of the profi t for the year to the other revenue reserves of Fraport AG, until half of the subscribed capital has been reached.