2. Capital structure
2.1 Capital
Amount of ordinary, authorised and conditional capital of the company as of 31 December 2016:
| Ordinary capital: | CHF 3,704,142.70 |
| Conditional capital: | – |
| Authorised capital: | – |
2.2 Authorised and conditional capital details
As of 31 December 2016, the Geberit Group had no conditional or authorised capital.
2.3 Changes in capital
For Geberit AG’s changes in capital, see the following table:
| 31.12.2014 | 31.12.2015 | 31.12.2016 | |
|---|---|---|---|
| MCHF | MCHF | MCHF | |
| Share capital | 3.8 | 3.8 | 3.7 |
| Reserves | 875.1 | 875.1 | 617.2 |
| Retained earnings | 316.4 | 305.0 | 393.6 |
For further details on changes in capital, reference is made to the Geberit Group’s Consolidated Financial Statements in this Annual Report 2016 (consolidated statements of changes in equity and consolidated statements of comprehensive income and Note 21, capital stock and treasury shares, to the information in the Financial Statements of Geberit AG as well as to the 2014 figures in the 2015 Annual Report (Geberit Group’s Consolidated Financial Statements: consolidated statements of changes in equity and statements of comprehensive income, and Note 21, capital stock and treasury Shares; Financial Statements of Geberit AG).
2.4 Shares and participation certificates
The share capital of Geberit AG is fully paid in and amounts to CHF 3,704,142.70. It is divided into 37,041,427 registered shares with a par value of CHF 0.10 each.
With the exception of the treasury shares held by the company, each share registered with voting rights in the share register of the company carries one vote at the General Meeting and each share (whether or not it is entered in the share register) carries a dividend entitlement. All dividends that have not been collected within five years of their due date are forfeited to the company in accordance with the company’s Articles of Incorporation and allocated to the general reserve. As of 31 December 2016, the company held 239,869 treasury shares. The ordinary General Meeting of 6 April 2016 approved the proposal of the Board of Directors to cancel the 757,000 treasury shares acquired as part of the share buyback program announced in March 2014 and completed by the end of February 2016 by means of capital reduction. This capital reduction was entered in the Commercial Register on 20 June 2016.
No participation certificates of the Geberit Group are outstanding.
2.5 Profit-sharing certificates
No profit-sharing certificates of the Geberit Group are outstanding.
2.6 Limitations on transferability and nominee registrations
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.
The Board of Directors has the power to delete entries in the share register retroactively as of the date of entry if the registration has been made on the basis of false information. It may give the concerned shareholder the opportunity to comment in advance. In any case, the shareholder concerned is informed without delay about the deletion.
Furthermore, the Articles of Incorporation do not contain any restrictions in terms of registration or voting rights.
In the reporting year 2016, there were no registrations in the share register of shares held by nominees of up to a maximum of 3% of the share capital or in excess of this registration limitation. Moreover, the Board of Directors did not have to delete any entries in the share register retroactively as of the date of entry in the reporting year.
According to the Articles of Incorporation, amendments to the provisions regarding the restriction of the transferability of registered shares require a resolution of the general meeting passed by at least two thirds of the votes represented. For the procedure and the conditions for cancelling the restriction of the transferability, see Annual Report 2016, Corporate Governance, 6. Participatory Rights of the Shareholders.
2.7 Convertible bonds and warrants/options
No convertible bonds are outstanding.
No options were issued to any external parties. As regards options issued to employees of the Geberit Group, reference is made to the Remuneration Report and Note 17, participation plans in the Consolidated Financial Statements of the Geberit Group.