Integrated Annual Report 2015
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Notes to the Financial Statements

1. Standards

2. Other statutory disclosures

2.1 Guarantees, assets pledged in favor of third parties

  31.12.2015 31.12.2014
  MCHF MCHF
Guarantee Bridge Facility 0.0 900.0
Guarantee Term Loan Facility 297.5 481.0
Guarantee Revolving Facility 300.0 300.0
Guarantee foreign currency hedging (MEUR 100) 0.0 120.2
Guarantee interest rate hedging 0.0 25.0

The guarantees are limited to the distributable reserves of the company.

2.2 Significant investments

  2015 Ownership
in %
2015 capital stock 2014 Ownership
in %
2014 capital stock
1 The remaining 24,0% (PY 19,9%) are hold by Geberit Companies.    
Geberit Holding AG, Rapperswil-Jona 100 TCHF 39 350 100 TCHF 39 350
Geberit Finance Ltd., Jersey1 76 TEUR 382 80 TEUR 461
Geberit Reinsurance Ltd., Guernsey 100 TEUR 2 100 TEUR 2

The investments are stated separately at the respective acquisition costs, less any adjustments required. The indirect investments are shown in the Notes to the Consolidated Financial Statements in the  Note 33.

2.3 Share capital

The share capital of Geberit AG consists of 37,798,427 ordinary shares with a par value of CHF 0.10 each.

  2015 2014
Number of shares issued pcs. pcs.
January 1 37,798,427 37,798,427
December 31 37,798,427 37,798,427

2.4 Capital contribution reserves

From the total of MCHF 25.7 shown as at 31.12.2015 the amount of MCHF 4.2 was confirmed by the Swiss tax authorities and is therefore available for withholding tax free distribution.

2.5 Treasury shares

Treasury shares held by Geberit AG or by companies in which Geberit AG holds a majority interest:

  Number of registered shares High Average Low
    in CHF in CHF in CHF
Balance at December 31, 2014 302,060      
Purchases, share buyback program 2014 511,600 370.92 327.67 293.64
Other Purchases 150,000 368.51 348.68 316.24
Sales -85,780 370.00 349.80 292.30
Balance at December 31, 2015 877,880      
Number of treasury shares held by Geberit AG 634,600      

The Board of Directors of Geberit AG decided in March 2014 to initiate a share buyback program. Over a period of two years, shares amounting to a total of a maximum of 5% of the share capital recorded in the Commercial Register will be repurchased and retired by means of a capital reduction. As at December 31, 2015, 634’600 shares were bought back. The program was terminated as of February 29, 2016. In total 757’000 shares (2% of shares outstanding) have been bought back under the program. The Board of Directors will propose to the General Meeting to cancel the shares.

The legal reserves for treasury shares were recorded at cost.

2.6 Bonds

Geberit has the following Bonds outstanding:
- a bond of MCHF 150 with a term of four years and a coupon of 0.05%
- a bond of MCHF 150 with a term of eight years and a coupon of 0.3%.

2.7 Shareholdings of members of the board of directors and of the group executive board

As of the end of 2015 and 2014, members of the Board of Directors held the following shares in the company:

  A. Baehny
Chairman
R. Spoerry
Vice Chairman
F. Ehrat T. Hübner H. Reuter J. Tang-Jensen Total
2015              
Shareholdings Board of Directors
Shares 46,969 8,479 1,251 10 7,004 1,715 65,428
Options 63,688 0 0 0 0 0 63,688
Share of voting rights 0.12% < 0.1% < 0.1% < 0.1% < 0.1% < 0.1% 0.17%

  A. Baehny
Chairman
R. Spoerry
Vice Chairman
F. Ehrat H. Reuter J. Tang-Jensen Total
2014            
Shareholdings Board of Directors
Shares see Group Executive Board 7,606 706 6,336 1,284 15,932
Share of voting rights < 0.1% < 0.1% < 0.1% < 0.1% < 0.1%

As of December 31, 2015, there were no outstanding loans or credits between the company and members of the Board of Directors

As of the end of 2015 and 2014, the Group Executive Board held the following shares in the company:

  Maturity Average exercise price in CHF C. Buhl
CEO
R. Iff
CFO
M. Reinhard E. Renfordt-
Sasse
K. Spachmann R. van Triest Total
1 Purchase ratio 1 share for 1 option    
2015                  
Shareholdings Group Executive Board
Shares     3,480 31,300 2,000 1,665 7,462 0 45,907
Percentage voting rights shares 0.12% < 0.1% < 0.1% < 0.1% < 0.1% 0.0% 0.12%
                   
Call options1
End of blocking period:
Lapsed 2016-2018 194.50 0 0 0 1,208 0 0 1,208
2016 2017-2019 205.50 525 1,417 1,542 583 1,330 0 5,397
2017 2018 231.20 2,008 4,676 4,844 1,244 5,620 0 18,392
2015-2018 2021 281.00 2,172 10,419 10,559 1,872 9,592 0 34,614
2016-2019 2022 349.15 13,696 10,029 10,474 5,860 9,040 0 49,099
Total options 18,401 26,541 27,419 10,767 25,582 0 108,710
Percentage potential share of
voting rights options
< 0,1% < 0.1% < 0.1% < 0.1% < 0.1% 0.0% 0.29%

  Maturity Average exercise price in CHF A. Baehny
CEO
R. Iff
CFO
M. Reinhard K. Spachmann Total
1 Purchase ratio 1 share for 1 option  
2014              
Shareholdings Group Executive Board
Shares     46,969 31,280 2,000 5,000 85,249
Percentage voting rights shares 0.12% < 0.1% < 0.1% < 0.1% 0.23%
               
Call options1
End of blocking period:
Lapsed 2015-2017 207.40 0 0 0 1,038 1,038
2015 2016-2018 228.00 1,792 957 1,017 483 4,249
2016 2017 205.50 6,665 1,417 1,542 1,330 10,954
2014-2017 2020 231.20 24,471 7,014 7,016 5,620 44,121
2015-2018 2021 281.95 30,760 10,810 10,559 9,592 61,721
Total options 63,688 20,198 20,134 18,063 122,083
Percentage potential share of voting rights options 0.17% < 0.1% < 0.1% < 0.1% 0.32%

As of December 31, 2015, there were no outstanding loans or credits between the company and members of the Group Executive Board

2.8 Significant shareholders

According to the information available to the Board of Directors, the following shareholders have attained or exceeded the threshold of 3% of the share capital of Geberit AG:

  31.12.2015 31.12.2014
Black Rock, New York 5.11% 9.72%
Capital Group Companies, Inc., Los Angeles 4.94% 3.23%
MFS Investment Management, Boston < 3.00% 3.03%

2.9 Employees

In Geberit AG no employees are employed.

3. Profit distribution