2. Other statutory disclosures
2.1 Guarantees, assets pledged in favour of third parties
|
|
31.12.2021 |
|
31.12.2020 |
|
|
MCHF |
|
MCHF |
Guarantee Revolving Facility, due 06.11.2023 |
|
500.0 |
|
500.0 |
Guarantee GRI Pensions |
|
0.1 |
|
0.1 |
The guarantees are limited to the distributable reserves of the company.
2.2 Significant investments
|
|
2021 |
|
2021 |
|
2020 |
|
2020 |
|
|
Ownership in % |
|
Capital stock |
|
Ownership in % |
|
Capital stock |
Geberit Holding AG, Rapperswil‑Jona |
|
100 |
|
TCHF 39,350 |
|
100 |
|
TCHF 39,350 |
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 Note 32.
2.3 Share capital
The share capital of Geberit AG consists of 35,874,333 ordinary shares with a par value of CHF 0.10 each.
|
|
2021 |
|
2020 |
Number of shares issued |
|
pcs. |
|
pcs. |
January 1 |
|
37,041,427 |
|
37,041,427 |
Capital reduction as at June 2021 |
|
-1,167,094 |
|
0 |
December 31 |
|
35,874,333 |
|
37,041,427 |
2.4 Capital contribution reserves
The capital contribution reserves of CHF 4.2 as at December 31, 2020 were used for the share buyback programme.
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 |
|
Highest price |
|
Average price |
|
Lowest price |
|
|
|
|
in CHF |
|
in CHF |
|
in CHF |
Balance at December 31, 2020 |
|
1,415,834 |
|
|
|
|
|
|
Purchases share buyback programme 2020–2022 |
|
249,699 |
|
775.09 |
|
664.59 |
|
540.87 |
Cancellation share buyback programme |
|
-1,167,094 |
|
|
|
|
|
|
Other purchases |
|
350,000 |
|
773.37 |
|
647.75 |
|
539.87 |
Sales |
|
-134,402 |
|
778.48 |
|
608.55 |
|
536.20 |
Balance at December 31, 2021 |
|
714,037 |
|
|
|
|
|
|
Number of treasury shares held by Geberit AG |
|
203,399 |
|
|
|
|
|
|
The Board of Directors of Geberit AG decided in March 2017 to initiate a share buyback programme. Over a maximum period of three years, shares for a total amount of maximum CHF 450 million were to be repurchased, less withholding tax. The programme was concluded in March 2020. A total of 1,026,094 shares for a total amount of CHF 439.7 million were repurchased under the programme.
The share buyback programme announced on 10 March 2020 was started in September 2020. Over a maximum period of two years, shares for a total amount of maximum CHF 500 million will be repurchased, less withholding tax. As at December 31, 2021, in total 344,399 shares for a total amount of CHF 217.4 million had been repurchased under the programme.
The Board of Directors proposed to the General Meeting the cancellation of the shares repurchased under the share buyback programme 2017–2020 and the shares repurchased by the end of February 2021 under the share buyback programme 2020–2022. The capital reduction released capital contribution reserves of CHF 4,2 million.
The legal reserves for treasury shares were recorded at cost.
2.6 Bonds
Geberit has the following bonds outstanding:
- a bond of MCHF 300 with a term of two and a half years and a coupon of 0.35%, due 20.10.2022
- a bond of MCHF 150 with a term of eight years and a coupon of 0.3%, due 17.04.2023
- a bond of MCHF 125 with a term of five and a half years and a coupon of 0.1%, due 17.10.2024
- a bond of MCHF 125 with a term of nine and a half years and a coupon of 0.6%, due 17.10.2028
2.7 Shareholdings of members of the Board of Directors and of the Group Executive Board
As at the end of 2021 and 2020, members of the Board of Directors held the following shares in the company:
|
|
A. Baehny |
|
E. Zehnder‑Lai |
|
F. Ehrat |
|
B. Koch |
|
W. Karlen |
|
T. Bachmann |
|
Total |
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholdings Board of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
114,307 |
|
1,707 |
|
4,235 |
|
752 |
|
275 |
|
0 |
|
121,276 |
Call options |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
Share of voting rights |
|
0.32% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.0% |
|
0.34% |
|
|
A. Baehny |
|
H. Reuter |
|
F. Ehrat |
|
E. Zehnder‑Lai |
|
B. Koch |
|
W. Karlen |
|
Total |
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholdings Board of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
94,525 |
|
8,204 |
|
3,843 |
|
1,340 |
|
372 |
|
0 |
|
108,284 |
Call options |
|
19,328 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
19,328 |
Share of voting rights |
|
0.26% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.0% |
|
0.29% |
As at December 31, 2021, there were no outstanding loans or credits between the company and members of the Board of Directors.
As at the end of 2021 and 2020, the Group Executive Board held the following shares in the company:
|
|
Maturity |
|
Average exercise price in CHF |
|
C. Buhl |
|
R. Iff |
|
T. Knechtle |
|
R. van Triest |
|
M. Baumüller |
|
M. Ziegler |
|
C. Rapp |
|
Total |
||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholdings Group Executive Board |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares |
|
|
|
|
|
16,742 |
|
28,280 |
|
75 |
|
2,090 |
|
4,534 |
|
4,288 |
|
1,311 |
|
57,320 |
||||
Percentage voting rights shares |
|
|
|
|
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.16% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of vesting period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lapsed |
|
2022–2028 |
|
394.76 |
|
40,229 |
|
0 |
|
0 |
|
6,283 |
|
6,881 |
|
3,216 |
|
1,545 |
|
58,154 |
||||
2022 |
|
2025–2028 |
|
424.97 |
|
47,421 |
|
22,641 |
|
0 |
|
14,498 |
|
11,294 |
|
11,377 |
|
1,775 |
|
109,006 |
||||
2023 |
|
2028–2029 |
|
441.85 |
|
88,457 |
|
40,603 |
|
0 |
|
29,627 |
|
23,711 |
|
32,109 |
|
24,436 |
|
238,943 |
||||
2024 |
|
2030 |
|
569.65 |
|
36,784 |
|
16,916 |
|
0 |
|
11,870 |
|
10,063 |
|
14,907 |
|
12,710 |
|
103,250 |
||||
Total options |
|
|
|
|
|
212,891 |
|
80,160 |
|
0 |
|
62,278 |
|
51,949 |
|
61,609 |
|
40,466 |
|
509,353 |
||||
Percentage potential share of voting rights options |
|
|
|
|
|
0.59% |
|
0.22% |
|
0.0% |
|
0.17% |
|
0.14% |
|
0.17% |
|
0.11% |
|
1.42% |
||||
|
||||||||||||||||||||||||
|
|
Maturity |
|
Average exercise price in CHF |
|
C. Buhl |
|
R. Iff |
|
R. van Triest |
|
M. Baumüller |
|
M. Ziegler |
|
C. Rapp |
|
Total |
||||
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholdings Group Executive Board |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares |
|
|
|
|
|
14,690 |
|
28,280 |
|
700 |
|
4,024 |
|
3,582 |
|
751 |
|
52,027 |
||||
Percentage voting rights shares |
|
|
|
|
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.14% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of vesting period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lapsed |
|
2021–2027 |
|
357.20 |
|
21,392 |
|
0 |
|
6,058 |
|
4,107 |
|
1,781 |
|
1,617 |
|
34,955 |
||||
2021 |
|
2024–2028 |
|
409.97 |
|
19,945 |
|
10,746 |
|
6,653 |
|
3,462 |
|
2,548 |
|
766 |
|
44,120 |
||||
2022 |
|
2025–2028 |
|
424.97 |
|
47,421 |
|
22,641 |
|
14,498 |
|
11,294 |
|
11,377 |
|
1,775 |
|
109,006 |
||||
2023 |
|
2028–2029 |
|
429.13 |
|
88,457 |
|
40,603 |
|
29,627 |
|
23,711 |
|
32,109 |
|
24,436 |
|
238,943 |
||||
Total options |
|
|
|
|
|
177,215 |
|
73,990 |
|
56,836 |
|
42,574 |
|
47,815 |
|
28,594 |
|
427,024 |
||||
Percentage potential share of voting rights options |
|
|
|
|
|
0.48% |
|
0.20% |
|
0.15% |
|
0.11% |
|
0.13% |
|
< 0.1% |
|
1.15% |
||||
|
||||||||||||||||||||||
As at December 31, 2021, 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:
|
|
31.12.2021 |
|
31.12.2020 |
Black Rock, New York (notification dated: 09.08.2019) |
|
5.21% |
|
5.21% |
Fiera Capital, Montreal (notification dated: 08.05.2020) |
|
3.06% |
|
3.06% |
Geberit AG, Jona (notification dated: 01.07.2021) |
|
< 3.00% |
|
3.08% |
2.9 Employees
At Geberit AG no employees are employed.