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65 % resp 2006 2007 2008 2009 2010 Crec.

CAPÍTULO 2. NUEVAS MODALIDADES DE ENSEÑANZA BASADAS EN TIC

3. MODELOS PEDAGÓGICOS

Subscribed Capital

The subscribed capital corresponds to the subscribed capital of PUMA SE. As of the balance sheet date, the subscribed capital amounted to €38.6 million and is divided into 15,082,464 bearer shares. Each no-par- value share corresponds to €2.56 of the share capital. Capital reserves rose by €3.7 million as a result of the valuation of stock option programs for management (previous year: €3.2 million).

Changes in the circulating shares:

2013 2012

Circulating Shares as of January 1 Share 14,939,279 14,934,633

Conversion from Management Incentive Program Share 634 4,646

Share buy-back Share 0 0

Circulating Shares as of December 31 Share 14,939,913 14,939,279

Capital Reserve

The capital reserve includes the premium from issuing shares, as well as amounts from the grant, conversion and expiration of share options.

Retained Earnings and Net Profit

Retained earnings and net profit include the net income of the financial year as well as the income of the companies included in the consolidated financial statements achieved in the past to the extent that it was not distributed.

Reserve from the Difference Resulting From Currency Conversion

The equity item for currency conversion serves to record the differences from the conversion of the financial statements of subsidiaries with non-Euro accounting compared to the date of first consolidation of the subsidiaries.

Cash Flow Hedges

The “cash flow hedges” item includes the market valuation of derivative financial instruments. The item includes -€3.2 million (previous year: -€6.4 million), which are offset against deferred taxes amounting to €0.1 million (previous year: €0.1 million).

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Treasury Stock

Pursuant to a resolution passed by the Annual General Meeting of April 20, 2010, the Company was authorized to acquire Company shares of up to ten per cent of the share capital by April 19, 2015. If purchased through the stock exchange, the purchase price per share may not exceed or fall below 10% of the average closing price for the Company’s shares with the same attributes in the XETRA trading system (or a comparable successor system) during the last three trading days prior to the obligation to purchase. At the same time, pursuant to the resolution granting authorization, the previous resolution of the Annual General Meeting from 2009 was revoked.

The Company did not make use of the authorization to purchase treasury stock during the reporting period. Furthermore, during the reporting period, 634 shares with a value of €0.1 million were converted within the management incentive program. As of the balance sheet date, the Company holds a total of 142,551 PUMA shares in its own portfolio, which corresponds to 0.95% of the subscribed capital.

Authorized Capital

Pursuant to Section 4(3) and (4) of the Articles of Association of PUMA SE, the Authorized Capital expired on April 10, 2012. Pursuant to Section 4, (3) and (4) of the Articles of Association of PUMA SE, on April 24, 2012 the Annual General Meeting revoked the authorization for the Authorized Capital and, pursuant to Section 4(2) and (3) of the Articles of Association of PUMA SE, authorized new Authorized Capital, including a corresponding amendment to the Articles of Association. Pursuant to the resolution of the Annual General Meeting dated April 24, 2012, the Administrative Board is authorized to increase the share capital by April 23, 2017 as follows:

A) By issuing up to €7.5 million worth of up to 2,929,687 new bearer shares on one or more occasions with a prorata amount of the share capital of €2.56 per share in exchange for cash contributions. The new shares can also be acquired by one or several banks as determined by the Administrative Board, subject to the obligation to offer these to the shareholders for subscription (indirect subscription right). The shareholders are basically entitled to a subscription right, whereby the shareholders’ subscription rights may be excluded to prevent fractional amounts (Authorized Capital I).

B) By issuing up to €7.5 million worth of up to 2,929,687 new bearer shares on one or more occasions with a prorata amount of the share capital of €2.56 per share in exchange for cash contributions or contributions in kind. The new shares can also be acquired by one or several banks as determined by the Administrative Board, subject to the obligation to offer these to the shareholders for subscription (indirect subscription right). Shareholders have in principle subscription rights, whereby the shareholders’ subscription rights may be wholly or partially excluded to avoid fractional shares (Subscribed Capital II).

Conditional Capital

Pursuant to the resolution passed by the Annual General Meeting of April 22, 2008, the share capital can be increased by up to €1.5 million through the issuance of up to 600,000 new shares. The contingent capital increase shall be used exclusively for granting subscription rights (stock options) to former members of the Supervisory Board and the Managing Directors of the Company as well as other executives of the company and subordinate associated companies.

As of December 31, 2013, conditional capital was still available in a total amount of €1.5 million (previous year: €1.5 million).

Dividends

The amounts eligible for distribution relate to the net income of PUMA SE, which is determined in accordance with German Commercial Law.

The Managing Directors recommend to the Administrative Board and the Annual General Meeting that a dividend of €0.50 per circulating share, or a total of €7.5 million (with respect to the circulating shares as of December 31), be distributed to the shareholders from the net income of PUMA SE for the 2013 financial year. This corresponds to a payout ratio of 140.3% relative to consolidated net income compared to 10.6% in the previous year.

Appropriation of the Net Income of PUMA SE:

2013 2012

Net income of PUMA SE as of December 31 € million 53.1 85.0

Dividends per share € 0.50 0.50

Number of circulating shares * Share 14,939,913 14,939,279

Total dividend * € million 7.5 7.5

Carried forward to the new accounting period * € million 45.7 77.5

* Previous year’s values adjusted to the outcome of the Annual General Meeting

Non-controlling interests

The non-controlling interest remaining as of the balance sheet date relates to the company PUMA Wheat Accessories, Ltd with €0.6 million (previous year: €1.1 million) and Janed, LLC with €15.1 million (previous year: €7.8 million).

Capital Management

The Group’s objective is to retain a strong equity base in order to maintain both investor and market confidence and to strengthen future business performance.

Capital management relates to the consolidated equity of PUMA. This is shown in the consolidated balance sheet as well as the reconciliation statement concerning “Changes in Equity.”