As of the balance sheet date, the subscribed capital of the company was divided into 64,621,125 no-par value bearer shares as well as one registered share. The amount resulting from the issue of shares by Merck KGaA exceeding the nominal amount was recognized in the capital reserves.
The disclosure of non-controlling interest was based on the stated equity of the subsidiaries concerned after any adjustment required to ensure compliance with the accounting policies of the Merck Group, as well as pro rata consolidation entries.
The net equity attributable to non-controlling interests mainly related to the minority interests in Merck Ltd., India, Merck Ltd., Thailand, P.T. Merck Tbk, Indonesia, and Merck (Pvt.) Ltd., Pakistan.
In addition to the dividend payments to the shareholders of Merck KGaA and to non-controlling interests of subsidiaries, the appropriation of profits included the transfer of profits from Merck & Cie to E. Merck KG in accordance with the company agreements. It also included the reciprocal transfer of profits between E. Merck KG and Merck KGaA in accordance with the Articles of Association, which is as follows:
| XLS |
|
|
|
|
|
|
|
|
|
|
2012 |
2011 | ||
|
€ million |
|
E. Merck KG |
Merck KGaA |
E. Merck KG |
Merck KGaA |
|
Result of E. Merck KG |
7.5 |
– |
2.7 |
– | |
|
Result of ordinary activities of Merck KGaA |
– |
–17.2 |
– |
1,326.9 | |
|
Extraordinary result |
– |
–513.8 |
– |
–20.5 | |
|
Adjustment for trade income tax in accordance with Art. 27 (1) Articles of Association of Merck KGaA |
– |
– |
– |
– | |
|
Trade income tax in accordance with Art. 30 (1) Articles of Association of Merck KGaA |
– |
1.7 |
– |
29.1 | |
|
Basis for the appropriation of profits |
(100%) |
7.5 |
–529.3 |
2.7 |
1,335.5 |
|
Profit transfer to E. Merck KG Ratio general partner’s capital to total capital |
(70.274%) |
–372.0 |
372.0 |
938.5 |
–938.5 |
|
Profit transfer from E. Merck KG Ratio of share capital to total capital |
(29.726%) |
–2.2 |
2.2 |
–0.8 |
0.8 |
|
Trade tax |
|
– |
– |
– |
– |
|
Corporation tax |
|
– |
4.0 |
– |
–23.6 |
|
Net income / loss |
|
–366.7 |
–151.1 |
940.4 |
374.2 |
In accordance with the provisions of the Articles of Association, E. Merck KG has a 70.274% interest in the distributable profit/loss of Merck KGaA while Merck KGaA has an interest of 29.726% in the distributable profit/loss of E. Merck KG. Merck KGaA’s result from ordinary activities adjusted for trade income tax and extraordinary result, on which the appropriation of its profit is based, amounted to € –529.3 million (2011: € 1,335.5 million). Merck KGaA transferred € 372.0 million of its loss to E. Merck KG (2011: profit transfer of € 938.5 million). The result of E. Merck KG, on which the appropriation of profits is based, amounted to € 7.5 million (2011: € 2.7 million). Consequently, this resulted in a profit transfer to Merck KGaA of € 2.2 million (2011: € 0.8 million). Moreover, in 2012 € 61.8 million (2011: € 44.3 million) was transferred by Merck & Cie to E. Merck KG.
For 2011, a dividend of € 1.50 per share was distributed. The dividend proposal for fiscal 2012 will be € 1.70 per share, corresponding to a total dividend payment of € 109.9 million to shareholders.
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