Notes to the consolidated accounts
22 Share capital
| Called up share capital | € million 2007 |
€ million 2006 |
|---|---|---|
| Ordinary share capital of NV | 274 | 274 |
| Ordinary share capital of PLC | 210 | 210 |
| 484 | 484 |
| Number of shares authorised |
Authorised 2007 |
Authorised 2006 |
Nominal value per share |
Number of shares issued |
Issued, called up and fully paid 2007 |
Issued, called up and fully paid 2006 |
|
|---|---|---|---|---|---|---|---|
| € million | € million | € million | € million | ||||
| NV ordinary shares | 3 000 000 000 | 480 | 480 | €0.16 | 1 714 727 700 | 274 | 274 |
| NV ordinary shares (shares numbered 1 to 2 400 – 'Special Shares') | 1 | 1 | €428.57 | 2 400 | 1 | 1 | |
| Internal holdings eliminated on consolidation (€428.57 shares) | – | – | (1) | (1) | |||
| 481 | 481 | 274 | 274 | ||||
| £ million | £ million | £ million | £ million | ||||
| PLC ordinary shares | 4 377 075 492 | 136.2 | 136.2 | 31/9p | 1 310 156 361 | 40.8 | 40.8 |
| PLC deferred stock | 100 000 | 0.1 | 0.1 | £1 stock | 100 000 | 0.1 | 0.1 |
| Internal holding eliminated | |||||||
| on consolidation (£1 stock) | – | – | (0.1) | (0.1) | |||
| 136.3 | 136.3 | 40.8 | 40.8 | ||||
| Euro equivalent in millions (at £1.00 = €5.143) | 210 | 210 | |||||
For information on the rights of shareholders of NV and PLC and the operation of the Equalisation Agreement, see Corporate governance.
At the Annual General Meetings of NV and PLC held on 8 May and 9 May 2006 respectively, shareholders approved proposals that the NV ordinary shares be split in the ratio 3 to 1 and that the PLC ordinary shares be consolidated in the ratio 9 to 20. At the same time, amendments were made to NV's Articles of Association to convert into euros the share capital amounts previously denominated in Dutch guilders. Following these changes, which became effective on 22 May 2006, the nominal value of each NV ordinary share is €0.16 and the nominal value of each PLC ordinary share is 31⁄9p. A nominal dividend of 6% is paid on the deferred stock of PLC, which is not redeemable.
Internal holdings
The ordinary shares numbered 1 to 2 400 (inclusive) in NV ('Special Shares') and deferred stock of PLC are held as to one half of each class by N.V. Elma – a subsidiary of NV – and one half by United Holdings Limited – a subsidiary of PLC. This capital is eliminated on consolidation. For information on the rights related to the aforementioned ordinary shares, see Corporate Governance. The subsidiaries mentioned above have waived their rights to dividends on their ordinary shares in NV.
Share-based compensation
The Group operates a number of share-based compensation plans involving options and awards of ordinary shares of NV and PLC. Full details of these plans are given in note 29.
