Porsche 2011 Annual Report Download - page 185

Subscribed capital
Porsche SE’s subscribed capital totals €306.25 million (prior year: €175 million) and has been fully
paid in. It is divided into 153,125,000 ordinary shares and 153,125,000 non-voting preference shares (prior
year: 87,500,000 ordinary shares and 87,500,000 non-voting preference shares), which each represent a
notional share of the share capital of €1. The preference shares carry an additional dividend of 0.6 cents per
share in the event of there being net profit available for distribution and a corresponding resolution on a
distribution.
On 30 November 2010, the annual general meeting of Porsche SE adopted resolutions on a capital
increase in return for cash contributions, on the authorization to issue convertible bonds, participation rights,
participating bonds or a combination of these instruments, and on the creation of contingent capital and new
authorized capital. The resolutions were to prepare for a capital increase which was part of the concept agreed
in the basic agreement for the creation of an integrated automotive group of Porsche and Volkswagen.
The capital increase in return for cash contributions was performed in the period between 27 March
and 13 April 2011. With the entry of the implementation of the capital increase in the commercial register of
the Stuttgart district court on 13 April 2011, the company’s share capital was increased by €131,250,000.00
from €175,000,000.00 to €306,250,000.00 through the issuance of 65,625,000 new ordinary shares (no-par-
value shares) and 65,625,000 new preference shares (no-par-value shares), with each no-par-value share
representing a notional share of €1.00 in the share capital. Since then, Porsche SE’s subscribed capital has
comprised 153,125,000 ordinary shares and 153,125,000 preference shares.
A subscription price of €38.00 was set for each new ordinary or preference share. The new ordinary
shares and the new preference shares are each entitled to dividends as of 1 August 2010. The new preference
shares were admitted to stock exchange trading on 13 April 2011. Taking into account transaction costs of
€95 million, the net issue proceeds came to €4,893 million.
The annual general meeting on 17 June 2011 passed a resolution to cancel the authorization for the
issue of convertible bonds, participation rights, participating bonds or a combination of these instruments
which had been resolved at the annual general meeting on 30 November 2010, as well as the existing
contingent capital and the existing authorized capital. The cancellation of the contingent capital and authorized
capital became effective with the corresponding amendment of the articles of association on 20 July 2011.
Capital reserves
The capital reserves increased by €4,762 million from €122 million to €4,884 million in fiscal year
2011 following the capital increase performed in return for cash contributions. The increase arose from the
share premiums of €4,857 million paid by the shareholders. It was reduced by transaction costs of €95 million
for costs directly associated with the capital increase, e.g., for banks, lawyers and auditors.
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