2. Capital structure
2.1 Capital
Amount of ordinary, authorised and conditional capital of the company as of 31 December 2019:
| Ordinary capital: | CHF 3,704,142.70 |
| Conditional capital: | – |
| Authorised capital: | – |
2.2 Authorised and conditional capital details
As of 31 December 2019, the Geberit Group had no conditional or authorised capital.
2.3 Changes in capital
For Geberit AG’s changes in capital, see table.
| MCHF | 31.12.2017 | 31.12.2018 | 31.12.2019 |
|---|---|---|---|
| Share capital | 3.7 | 3.7 | 3.7 |
| Reserves | 637.2 | 757.3 | 837.2 |
| Retained | 505.2 | 482.7 | 560.0 |
For further details on changes in capital, reference is made to the Geberit Group’s Consolidated Financial Statements in the Financial Report of this Annual Report 2019 (Consolidated Statements of Changes in Equity), including the Notes to the Consolidated Financial Statements (Note 21, capital stock and treasury shares), to the information in the Financial Statements Geberit AG, as well as to the 2017 figures in the 2018 Annual Report (Consolidated Financial Statements Geberit Group: Consolidated statements of changes in equity and Note 21, capital stock and treasury shares; Financial Statements of Geberit AG.
In June 2017, the company announced a share buyback programme that is expected to last until 5 June 2020. The repurchased shares are to be cancelled via capital reduction.
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. All 37,041,427 registered shares of Geberit AG are listed on the SIX Swiss Exchange.
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 Art. 27 of the company’s Articles of Incorporation and allocated to the general reserve. As of 31 December 2019, the company held 1,034,123 treasury shares.
No participation certificates of the Geberit Group are outstanding.
The current Articles of Incorporation can be viewed online at www.geberit.com/investors/downloads/publications.
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. Art. 5 of the Articles of Incorporation stipulates that the Board of Directors may register nominees as shareholders with voting rights in the share register up to a maximum of 3% of the share capital. 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 2019, there were two registrations in the share register of shares with voting rights held by nominees. In both instances, the nominee requested the registration of shares in excess of the 3% registration limitation. The Board of Directors approved this because the nominees in question met the requirements in the Articles of Incorporation that would enable such an exemption.
As of 31 December 2019, two nominees were registered in the share register of Geberit AG with voting rights of more than 3% of the total outstanding share capital:
- Chase Nominees Ltd.: 6.81%
- NorTrust Nominees Ltd.: 3.50%
The Board of Directors did not have to delete any entries in the share register retroactively as of the date of entry in the 2019 reporting year.
According to Art. 11 of 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 6. Participatory Rights of Shareholders.
The current Articles of Incorporation can be viewed online at www.geberit.com/investors/downloads/publications.
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.
