Annual report 2012

23. Equity and reserves

Equity and reserves

EUR thousand 31 Dec 2012 31 Dec 2011
Called-up capital 272,721 272,721
Capital surplus 135,125 133,626
Revenue reserves 251,707 227,236
  Legal reserves 50,434 50,434
Reserves for own shares and interests 3,671 3,671
Own shares and interests -3,671 -3,671
Statutory reserves 54,544 54,544
Other revenue reserves 146,723 122,258
Retained earnings or losses 100,839 119,698
Retained earnings or losses from previous periods 76,365 109,025
Profit or loss for the period 24,474 10,673
Revaluation reserves for property, plant and equipment 70,641 73,892
Revaluation reserves for financial instruments 611 548
Total equity and reserves 831,638 827,721

 

Called-up capital

Authorised, issued and fully paid up capital amounts to EUR 272,721 thousand and is divided into 6,535,478 ordinary non-par value shares.


Ownership structure as at 31 December 2012

Shareholder No. of shares Share (%)
Republic of Slovenia 4,087,569 62.54
Individual shareholders (local and foreign) 694,347 10.62
Domestic corporations 599,742 9.18
Kapitalska družba, d.d. 365,175 5.59
Foreign corporations 321,788 4.92
Slovenska odškodninska družba 277,839 4.25
Slovenska odškodninska družba 66,037 1.02
Banks 66,906 1.02
Telekom Slovenije (own shares) 30,000 0.46
Insurance companies 10,970 0.17
BPH (Brokerage houses) 8,046 0.12
Investment agencies and management fund companies 7,059 0.11
Total 6,535,478 100.00

The balances and changes in equity are illustrated in the Statement of Changes in Equity. The number of issued shares did not change in the reporting period.


Reserves

Reserves were initially created in accordance with the provisions of the Ownership Transformation of Companies Act, while in recent years reserves have been created pursuant to the resolution of the Management Board. In accordance with the Companies Act, the Management Board is authorised to appropriate one half of the profit for the period to reserves.


Capital surplus

Surplus paid-up capital arising from ownership transformation in the amount of EUR 126,135 thousand, and the transfer of the tax-free portion of revaluation reserves for property, plant and equipment in the amount of EUR 8,990 thousand are included in the capital surplus. The capital surplus can be used for purposes specified in the company’s act and are not distributable.


Revenue reserves

The Company forms following reserves as part of revenue reserves:

Legal reserves are formed in an amount so that the sum of legal reserves and the capital surplus, which is earmarked for establishing the legally required amount of capital surplus, is added to the 20% of the Company’s share capital.

In accordance with the provisions of the Companies Act and the Company’s acts and Articles of Association as they relate to the compulsory use of the net profit and the defined priority order, the Company did not create legal reserves or statutory reserves in 2012, as it already achieves the maximum allowed amount.

Reserves for own shares are formed in the amount paid for these shares. These reserves are not distributable. The Company has not acquired any additional own shares in 2012.

As at 31 December 2012, the Company recorded 30,000 own shares representing 0.46% of equity and totalling to EUR 3,671 thousand. The number of own shares has not changed since their acquisition in 2003.

Company may acquire own shares for purposes as defined by the law.

Statutory reserves can be used for the purposes specified in the Company’s acts. until their amount reaches 20% of share capital. These reserves are not distributable. In each individual year, 20% of net profit is used for the formation of statutory reserves; the profit is decreased by possible amounts used for covering retained losses, for formation of legal reserves and reserves for own shares.

Other revenue reserves can be used for any purpose in accordance with the law, the Company's acts and Articles of Association, business policy and resolutions adopted during the General Meeting of Shareholders. In 2012, part of the remaining profit was allocated to other revenue reserves in the amount of EUR 24,465 thousand following compulsory use.


Retained earnings or losses

Retained earnings include retained net profit from previous periods and net profit for the current period.

According to the resolution of the General Meeting of Shareholders held on 21 June 2012, the accumulated profit  of 2011 in the amount of EUR 119,698 thousand was used for dividend payout in the amount of EUR 45,538 thousand (2011: EUR 22,118 thousand) i.e. EUR 7.00 per share (2011: EUR 3.40), while the remaining EUR 74,160 thousand was appropriated to retained earnings.


Accumulated profit of 2012

  EUR
Net profit for 2012 48,939,031.49
Retained earnings 76,365,499.14
Increase in revenue reserves -24,465,000.00
  100,839,530.63

 

Proposed dividend for 2012

Amount of interim dividend paid: EUR 24,070,268.60

Interim dividend per ordinary shares: EUR 3.70

Amount of dividend paid: EUR 9,497,997.88

Dividend per ordinary share: EUR 1.46

Pursuant to the call at the 23rd General Meeting of Shareholders, the Management Board and the Supervisory Board adopted a resolution on the payout of an interim dividend in the amount of EUR 3.70 per share.


Revaluation reserves for property, plant and equipment

In 2012, revaluation reserves for property, plant and equipment decreased by EUR 3,704 thousand as follows: EUR 2,205 thousand was transferred from revaluation reserves to retained earnings on account of additional depreciation of property, plant and equipment, while a further EUR 1,499 thousand was transferred from revaluation reserves to capital reserves on account of revaluation of property, plant and equipment.

An increase in the amount of EUR 2,412 thousand relates to the calculation of deferred tax liability as a result of the lower tax rate.

Revaluation reserves decreased on the account of the revaluation of land and buildings to fair value in the amount of EUR 2,890 thousand, and increased by EUR 586 thousand as a result of the reversal of deferred tax liability, and increased by EUR 345 thousand due to the reversal of deferred tax liability. Revaluation reserves are not distributable.


Change in revaluation reserves for fair value of property, plant and equipment in 2012

EUR thousand Land and buildings Cable lines Total
Balance at 1 Jan 2012 34,730 39,162 73,892
Revaluation of land and building (increase) 586 0 586
Revaluation of land and building (decrease) -2,890 0 -2,890
Deferred taxes 345 0 345
Transfer to retained earnings -239 -1,966 -2,205
Transfer to capital surplus -1,017 -482 -1,499
Change of tax rate 486 1,926 2,412
Balance at 31 Dec 2012 32,001 38,640 70,641


Change in revaluation reserves for fair value of property, plant and equipment in 2011

EUR thousand Land and buildings Cable lines Total
Balance at 1 Jan 2011 35,062 41,497 76,559
Transfer to retained earnings -78 -1,853 -1,931
Transfer to capital surplus -949 -482 -1,431
Other 695 0 695
Balance at 31 Dec 2011 34,730 39,162 73,892

 

Revaluation reserves for financial instruments

Revaluation reserves for financial instruments include the revaluation of investments held for sale in the amount of EUR 611 thousand. Revaluation reserves are not distributable.


Change in revaluation reserves for fair value of investments held for sale

EUR thousand 2012 2011
Balance at 1 January 548 2,478
Revaluation of investments held for sale (increase in value) 405 0
Revaluation of investments held for sale (impairment) -371 -2,182
Deferred taxes -5 436
Change of tax rate 34 -184
Balance at 31 Dec 2012 611 548