Adecco S.A. (Holding Company) –
Notes to financial statements
in millions, except share and per share information and compensation table data

Note 4 • Shareholders’ equity

 

 

General Reserves

 

 

 

in CHF

Share
capital

Reserve
from capital
contributions

Other
reserves

Reserve
for treasury shares

Retained
earnings

Total

 

 

 

 

 

 

 

January 1, 2010

189

1,701

402

912

3,840

7,044

Dividend distribution

 

 

 

 

(131)

(131)

Net movement in reserve for treasury shares

 

 

 

(38)

38

 

Net income

 

 

 

 

66

66

December 31, 2010

189 [1]

1,701

402

874

3,813

6,979

[1]Common shares of CHF 189,263,506 at CHF 1 par value.

On May 11, 2010, Adecco S.A. held its Annual General Meeting of Shareholders in Lausanne.

Conditional capital

As of December 31, 2010, Adecco S.A. had conditional capital under Art. 3quater of the Articles of Incorporation of Adecco S.A. of 15,400,000 shares, for a maximum aggregate amount of CHF 15 for issue of a maximum of 15,400,000 registered shares, which shall be fully paid by the exercise of option and conversion rights to be granted in relation with bond issues or other obligations of Adecco S.A. or affiliated companies. The shares represent conditional capital authorised without time limitation and remain available for issuance upon conversion of any financial instruments that Adecco S.A. or its subsidiaries have issued or may issue in the future.

Adecco S.A. had 4,166,804 shares of conditional capital reserved for issuance of common shares to employees and members of the Board of Directors upon the exercise of stock options as of December 31, 2010 and December 31, 2009, under Art. 3ter of the Articles of Incorporation of Adecco S.A. These shares shall be fully paid up by the exercise of option rights which the Board of Directors has granted to the employees and to the members of the Board of Directors of Adecco S.A. or of its affiliated companies. During 2010, Adecco S.A. did not issue any shares.

General Reserves

Pursuant to the new Swiss tax legislation, the reserve from capital contributions amounting to CHF 1,701 as of December 31, 2010 and December 31, 2009 is presented separately within general reserves. Any dividend distribution made out of the reserve from capital contributions after January 1, 2011 will neither be subject to Swiss withholding tax, nor subject to income tax on individual shareholders who are residents of Switzerland. Only capital contributions made after December 31, 1996 qualify for the tax exemption and are classified in the reserve from capital contributions.