| 26.1 | Subscribed and paid-in capital |
As of December 31, 2017, the capital of Viña Concha y Toro S.A. amounts to ThCh$84,178,790 which is comprised by 747,005,982 shares of par value totally, subscribed and paid.
The issuance premium corresponds to the surcharge in the placement of shares generated in the capital contributions operations. In conformity with Article 26 of Law No.18.046 for corporate companies, this concept forms part of the company’s issued capital.
| 26.2 | Shares |
| - | Number of shares as of December 31, 2017 |
| No. of subscribed shares |
No. of paid shares | No. of voting right shares |
||||||||||
| Shares paid by 100% | 747,005,982 | 747,005,982 | 747,005,982 |
| - | Number of shares as of December 31, 2016 |
| No. of subscribed shares |
No. of paid shares | No. of voting right shares |
||||||||||
| Shares paid by 100% | 747,005,982 | 747,005,982 | 747,005,982 | |||||||||
Shares of Viña Concha y Toro are, ordinary, of a single series and with no par value.
Movements in shares between January 1 and December 31, 2017 are as follows:
| No. of shares subscribed as of January 1, 2017 | 747,005,982 | |||
| Movement for the year: | ||||
| Capital increase through share issuance | — | |||
| No. of shares subscribed as of December 31, 2017 | 747,005,982 |
Movements in shares between January 1 and December 31, 2016 are as follows:
| No. of shares subscribed as of January 1, 2016 | 747,005,982 | |||
| Movement for the year: | ||||
| Capital increase through share issuance | — | |||
| No. of shares subscribed as of December 31, 2016 | 747,005,982 |
| 26.3 | Capital Management |
In order to attempt the optimization on the returning to its shareholders, through the efficient management of financing costs, the Company uses several short and long-term financial sources as well as its own capital and gains generated by the operation.
The Company’s objective is to maintain a proper capital structure, considering its leverage levels, financing costs (internal and external) and evaluates on a regular basis the different financing instruments available as well as the market conditions.
| 26.4 | Other reserves |
| - | Conversion Reserves: This amount represents the effect (profit/loss) for conversion of subsidiaries with functional currency other than Chilean Pesos. |
The detail of conversion differences, net of taxes is as follows:
| As of December 31, 2017 |
As of December 31, 2016 |
As of December 31, 2015 |
||||||||||
| Accumulated translation adjustments | ThCh$ | ThCh$ | ThCh$ | |||||||||
| Opening balance foreign subsidiary translation adjustment | 5,843,924 | 14,105,740 | 4,574,308 | |||||||||
| Conversion adjustment for the period, net | (8,178,252 | ) | (8,261,816 | ) | 9,531,432 | |||||||
| Total | (2,334,328 | ) | 5,843,924 | 14,105,740 | ||||||||
| - | Cash flow hedge reserves: Represents the fair value of future cash flows on expected entries that qualify as hedges and that will affect income and are presented net of deferred taxes. |
| - | Reserves of profit and losses for defined benefit plans: corresponds to the variation of the actuarial values of the provision for employee´s defined benefit plans and are presented net of deferred taxes. |
| - | Hedge Reserves of net investment in operations abroad: This amount represents the changes in fair value of derivatives of net investment abroad until the occurrence of disposal of the investment and are presented net of deferred taxes. |
| - | Reserves for investments available for sale: This amount represents the change in market value of financial assets available for sale, consisting of investments in other companies and are presented net of deferred taxes. |
| - | Other Reserves: Corresponds mainly to the price-level restatement balance on the paid-in capital accumulated from the date of transition to IFRS as Circular No. 456 of the Commission for the Financial Market. |
| 26.5 | Dividends |
On April 24, 2017, the Company’s ordinary Shareholders’ Meeting was held where, among other matters, the following agreements were adopted:
| 1. | To distribute with charge to 2016 net income, a final dividend No. 267 in the amount of Ch$16.8 (sixteen point eight Chilean pesos) per share, to be paid from May 23, 2017. This amount is added to the dividends paid at interim, charged to net income for 2016, related to Dividend No. 264 and No. 265 both of Ch$ 3.50 per share, paid on September 30 and December 30, 2016, respectively, and a dividend No. 266 of Ch$ 3.50 per share that was paid on March 31, 2017. |
| 2. | Maintain as dividend policy the distribution of 40% of net income, excluding those generated by the subsidiary Fetzer Vineyards. Thus, is the Board´s intention to distribute with charges to income obtained in 2017, three interim dividends per each share with No. 268, No. 269 and No. 270 for Ch$ 3.50 each, to be paid as provisional on September 29, December 29, 2017 and March 29, 2018, respectively. A fourth dividend will be paid for the amount resulting as necessary up to complete 40% of the net income for 2017, as indicated, which will be paid in May 2018, upon becoming aware of and approving the results of operations by the Shareholders at the related Ordinary Shareholders’ Meeting. However, the dividend policy will be subject to the Company’s cash availability. |
These payments of interim dividends will be subject to the Company´s cash availability. Historically, the Company has been distributing 40% of net income, which is realized through a final dividend paid in May of the following year, once both the income for the year and the abovementioned dividend are known and approved by the General Shareholders’ Meeting.
As of December 31, 2017 and 2016, the detail is the following:
| No. of Dividend | Shares paid | Payment per share | Total ThCh$ | Month of payment | ||||||||||
| 266 | 747,005,982 | 3.50 | 2,614,521 | mar-2017 | ||||||||||
| 267 | 747,005,982 | 16.80 | 12,549,700 | may-2017 | ||||||||||
| 268 | 747,005,982 | 3.50 | 2,614,521 | sep-2017 | ||||||||||
| 269 | 747,005,982 | 3.50 | 2,614,521 | dec-2017 | ||||||||||
| No. of Dividend | Shares paid | Payment per share | Total ThCh$ | Month of payment | ||||||||||
| 262 | 747,005,982 | 3.00 | 2,241,018 | mar-2016 | ||||||||||
| 263 | 747,005,982 | 18.50 | 13,819,611 | may-2016 | ||||||||||
| 264 | 747,005,982 | 3.50 | 2,614,521 | sep-2016 | ||||||||||
| 265 | 747,005,982 | 3.50 | 2,614,521 | dec-2016 | ||||||||||
| 26.6 | Net profit distributable |
With respect to net income for the year, in conformity with Circular No.1945 issued by Commission of Financial Market, the Company’s Board during the meeting held on October 28, 2010, agreed that the determination of net profit distributable as dividends will consider the income for the year presented in Item ‘Profit (loss) attributable to the owners of the controlling entity’, deducting the significant variations in the net fair value of unrealized assets and liabilities.