Corporate governance

2. Capital structure


Ordinary capital: MCHF 4.0
Conditional capital:
Authorized capital:

For more details, please refer to the following subchapters.

Conditional and authorized capital details

For conditional capital details, please refer to the  Financial Statements of Geberit AG, 1.7, as well as to the  articles of incorporation Art. 3a. The General Meeting on April 22, 2004, approved the creation of a conditional capital amount of up to a maximum of CHF 200,000 regarding the exercise and/or conversion of option rights issued in connection with convertible bonds or other financial market instruments. Shareholder stock subscription rights relating to conditional capital as well as, subject to certain conditions, bonds or other financial market instruments with conversion and/or option rights can be excluded. On the occasion of their May 5, 2004, issue of convertible bonds, the Board of Directors agreed to exclude the shareholders’ pre-emptive conversion right in accordance with the regulations in the articles of incorporation.

Following the repayment of the bond the Board of Directors saw no further need to retain this conditional capital and therefore proposed its cancelation. A decision was taken to cancel the existing conditional capital in the amount of CHF 28,190.50 by deleting without replacing Article 3a of the then-current Articles of Incorporation at the General Meeting of April 19, 2011.

As of December 31, 2011, the Geberit Group had no authorized capital.

Changes in capital

For Geberit AG’s changes in capital see table to the right.

For further details on changes in capital, reference is made to the Geberit Group’s Consolidated Financial Statements in this Annual Report 2011 ( consolidated statements of changes in equity and consolidated statements of comprehensive income and  Note 22, “capital stock and treasury shares”), to the information in the  Financial Statements of Geberit AG as well as to the 2009 figures in the  2010 Annual Report (Geberit Group’s Consolidated Financial Statements: consolidated statements of changes in equity and statements of comprehensive income, Note 22, “capital stock and treasury shares”; Financial Statements of Geberit AG).

Shares, participation and profit-sharing certificates

The share capital of Geberit AG is fully paid in and amounts to CHF 3,984,701. It is divided into 39,847,005 registered shares with a par value of CHF 0.10 each. Each share carries one vote at the General Meeting.

No participation and profit-sharing certificates of the Geberit Group are outstanding.

Limitations on transferability and nominee registrations

The Geberit Group has not imposed any limitations on the transferability of its shares.

Upon request and presentation of evidence of the transfer, acquirers of shares are registered as shareholders with voting rights in the share register if they explicitly declare to hold the shares in their own name and for their own account. The articles of incorporation provide for the registration of a maximum of 3% of the shares held by nominees, which may be permitted by the Board of Directors. The Board of Directors may register nominees as shareholders with voting rights in excess of such registration limitation, provided the nominees disclose detailed information and shareholdings of the persons for which they hold 0.5% or more of the share capital.

Convertible bonds and warrants/options

On June 14, 2004, Geberit AG issued convertible bonds in the amount of CHF 170 million with a 6-year maturity and a 1% interest rate. The bond was converted in its entirety to Geberit AG registered shares up to the end of the bond term on June 14, 2010. A total of 1,718,095 new shares were issued between June 2004 and June 2010. This corresponds to 4.13% of the original share capital. Further information is set forth in the Notes to the Consolidated Financial Statements of the Geberit Group ( Note 15, “long-term debt”) and in the Notes to the  Financial Statements of Geberit AG.

No options were issued to any external parties. As regards options issued to employees, reference is made to  Note 18, “participation plans” in the Consolidated Financial Statements of the Geberit Group.