6.5 Equity and dividend distribution
The shareholders’ equity is composed of two share classes. The shareholder breakdown and voting rights are illustrated in the following graphs.
|SHAREHOLDERS BY CATEGORY 31 DEC 2019||Number of shares||Of all shares %||Of votes %|
|Financial and insurance institutions||1,557||46.83||29.12|
|Shareholders, 31 Dec 2019||Number of shares||Of all shares %||Of votes %|
|Republic of Finland, represented by the Ministry of Finance||939||28.24||37.66|
|Aino Holding Ky||878||26.41||11.74|
|National Emergency Supply Agency||828||24.90||33.20|
|Mutual Pension Insurance Company Ilmarinen||661||19.88||17.15|
|Imatran Seudun Sähkö Oy||10||0.30||0.13|
|Elo Mutual Pension Insurance||1||0.03||0.01|
|OP Insurance Ltd||1||0.03||0.01|
|The State Pension Fund||1||0.03||0.01|
The company's share capital is EUR 55,922,485.55. Fingrid shares are divided into Series A shares and Series B shares. The number of Series A shares is 2,078 and the number of Series B shares is 1,247.
The maximum number of shares is 13,300, as in 2018. The shares have no par value.
Series A shares confer three votes each at the Annual General Meeting and Series B shares one vote each. When electing members of the Board of Directors, Series A shares confer 10 votes each at the Annual General Meeting and Series B shares one vote each.
Series B shares have the right before Series A shares to obtain the annual minimum dividend specified below from the funds available for profit distribution. If the annual minimum dividend cannot be distributed in some year, the shares confer a right to receive the undistributed amount from the funds available for profit distribution in the subsequent years; however, such that Series B shares have the right over Series A shares to receive the annual minimum dividend and the undistributed amount.
Fingrid Oyj's Annual General Meeting decides on the annual dividend.
Eighty-two per cent of the dividends to be distributed for each financial year is distributed for all Series A shares and eighteen per cent for all Series B shares, however such that EUR twenty million of the dividends to be distributed for each financial year is first distributed for all Series B shares. If the above-mentioned EUR twenty million minimum amount for the financial period is not distributed (all or in part) for Series B shares in a financial period, Series B shares confer the right to receive the undistributed minimum amount in question (or the accumulated undistributed minimum amount accrued during such financial periods) in the next profit distribution, in any disbursements paid out, or in any other distribution of assets prior to any other dividends, disbursements or asset distribution until the undistributed minimum amount has been distributed in full for Series B shares. There are no non-controlling interests.
Equity is composed of the share capital, share premium account, revaluation reserve (incl. fair value reserve), translation reserve, and retained earnings. The translation reserve includes translation differences in the net capital investments of associated companies in accordance with the equity method of accounting. The profit for the financial year is booked in retained earnings.
Share premium account
The share premium account includes the difference between the counter value of the shares and the value obtained. The share premium account consists of restricted equity as referred to in the Finnish Limited Liability Companies Act. The share capital can be increased by transferring funds from the share premium account. The share premium account can be decreased in order to cover losses or, under certain conditions, it can be returned to the owners.
In 2017, the company divested its available-for-sale investments.
Changes to equity funds during the financial year are presented in the statement of changes in equity.
|21. SHAREHOLDERS BY CATEGORY|
|The share capital is broken down as follows||Number of shares||Of all shares %||Of votes %|
|Series A shares||2,078||62.50||83.33|
|Series B shares||1,247||37.50||16.67|
Fingrid’s dividends are distributed such that the shareholders receive a reasonable return on their invested capital, but also such that the company’s financial position is maintained.
Fingrid Oyj's distributable funds in the financial statements total EUR 198,985,738.74. Based on the 2018 financial statements, EUR 171.4 million was paid in dividends (EUR 173.5). Since the closing date, the Board of Directors has proposed that a dividend of EUR 58,500.00 at maximum per share will be paid for Series A shares, and EUR 21,400.00 at maximum for Series B shares for a total of EUR 148,248,800.00 at maximum. The first dividend instalment of EUR 39,500.00 for each Series A share and EUR 14,450.00 for each Series B share, totalling EUR 100,100,150.00, shall be paid on 25 March 2020. The second dividend instalment, a maximum of EUR 19,000.00 for each Series A share and a maximum of EUR 6,950.00 for each Series B share, totalling a maximum of EUR 48,148,650.00, shall be paid based on the authorisation to be given to the Board. The Board of Directors has the right to decide on the payment of the second dividend instalment after the half-year report has been confirmed and after having assessed the company’s solvency, financial position and financial development. The second dividend instalment decided on with the authorisation given to the Board shall be paid on the third banking day after the decision. It will be proposed that the authorisation remains valid until the next Annual General Meeting.
The distributable funds are calculated on the basis of the parent company’s equity. Dividends are paid based on the distributable funds of the parent company.
The guiding principle for Fingrid’s dividend policy is to distribute substantially all of the parent company profit as dividend. When making the decision, however, the economic conditions, the company’s near term investment and development needs as well as any prevailing financial targets of the company are always taken into account.
The graph below indicates the differences between the consolidated IFRS income statement and the parent company’s FAS income statement.
The Board of Directors' proposal concerning dividend distribution is not recorded in the financial statements. The liability and equity is recognised only after a decision is made by the Annual General Meeting of Shareholders.