Annual Report 2011

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

Free
reserves

Reserve for

treasury shares

Retained

earnings

Total

 

 

 

 

 

 

 

 

January 1, 2011

189

1,696

407

 

874

3,813

6,979

 

Allocation from reserve from capital contributions to free reserves for dividend distribution

 

(191)

 

191

 

 

 

Dividend distribution

 

 

 

(191)

 

 

(191)

Net movement in reserve for treasury shares

 

 

 

 

218

(218)

 

Net loss

 

 

 

 

 

(142)

(142)

December 31, 2011

189 [1]

1,505

407

 

1,092

3,453

6,646

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

On April 19, 2011, Adecco S.A. held its Annual General Meeting of Shareholders in Lausanne.

Conditional capital

As of December 31, 2011, 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 to 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.

As of December 31, 2011 and December 31, 2010, 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 under Art. 3ter of the Articles of Incorporation of Adecco S.A. These shares shall be fully paid up by the exercise of options 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 2011, Adecco S.A. did not issue any shares.

General reserves

Pursuant to Swiss tax legislation, the reserve from capital contributions amounting to CHF 1,505 and CHF 1,696 as of December 31, 2011 and as of December 31, 2010, respectively, is presented separately within general reserves. Any dividend distribution made out of the reserve from capital contributions (or from free reserves allocated from reserves from capital contributions) after January 1, 2011 is not subject to Swiss withholding tax. Only capital contributions made after December 31, 1996 qualify for the tax exemption and are classified in the reserve from capital contributions.

In 2011, upon approval at the Annual General Meeting of Shareholders, dividends for 2010 of CHF 1.10 per share, totalling CHF 191 (EUR 149), were allocated from Adecco S.A.’s reserve from capital contributions to free reserves and subsequently distributed to shareholders. For 2011, the Board of Directors of Adecco S.A. will propose a dividend of CHF 1.80 per share outstanding for the approval of shareholders at the Annual General Meeting of Shareholders to be allocated from Adecco S.A.’s reserve from capital contributions to the free reserves and subsequently distributed to shareholders.