2. Capital structure

2.1 Capital

Amount of ordinary, authorised and conditional capital of the company as of 31 December 2022:

2.2 Authorised and conditional capital details

As of 31 December 2022, the Geberit Group had no conditional or authorised capital.

2.3 Changes in capital

For Geberit AG’s changes in capital, see following table.

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 2022 (Consolidated Financial Statements Geberit Group, Consolidated Statements of Changes in Equity), including the Notes to the Consolidated Financial Statements (Consolidated Financial Statements Geberit Group, Note 21), to the information in the Financial Statements Geberit AG, as well as to the 2020 figures in the 2021 Annual Report (Consolidated Financial Statements Geberit Group: Consolidated Financial Statements Geberit Group, Consolidated Statements of Changes in Equity, Consolidated Financial Statements Geberit Group, Note 21 and Financial Statements Geberit AG).

The share buyback programme, launched in June 2017, was completed at the end of April 2020. In total, 1,026,094 registered shares – equal to CHF 439,767,616 and corresponding to 2.77% of the share capital entered in the Commercial Register at that time – were repurchased. The share buyback programme was conducted via a second trading line set up especially for this purpose.

The General Meeting of 14 April 2021 approved a reduction of the share capital to 35,874,333 registered shares at CHF 0.10 each through the cancellation of 1,167,094 treasury shares. The cancelled shares originated from the buybacks made during the programme that ran from 2017 to 2020, plus shares repurchased by the end of February 2021 as part of the share buyback programme 2020–2022.

The share buyback programme 2020–2022, started on 17 September 2020, was concluded on 16 June 2022. In total, 826,251 registered shares – equal to CHF 500 million and corresponding to 2.3% of the share capital entered in the Commercial Register at that time – were repurchased. The share buyback was conducted via a second trading line set up for the purpose of a capital reduction.

Following the conclusion of the share buyback programme 2020–2022, a new share buyback programme was launched on 20 June 2022. Over a period of two years, registered shares amounting to a maximum value of CHF 650 million will be repurchased. Based on the closing price of Geberit registered shares on 16 June 2022, this corresponds to around 1,400,000 registered shares. The registered shares will again be repurchased via a second trading line on the SIX Swiss Exchange for the purpose of a capital reduction.

At the General Meeting of 19 April 2023, a proposal will be submitted for the reduction of the share capital to 35,189,082 registered shares at CHF 0.10 each through the cancellation of 685,251 treasury shares. The shares to be cancelled originate from the share buyback programme 2020-2022 for originally 826,251 registered shares, of which 141,000 were already cancelled in June 2021.

2.4 Shares and participation certificates

The share capital of Geberit AG is fully paid in and amounts to CHF 3,587,433.30. It is divided into 35,874,333 registered shares with a par value of CHF 0.10 each. All shares of Geberit AG are listed on the SIX Swiss Exchange. The Group has only one share category.

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 (www.geberit.com/downloadcenter-en) and allocated to the general reserve. As of 31 December 2022, the company held 1,945,202 treasury shares.

No participation certificates or other securities without voting rights of the Geberit Group are outstanding.

The free float can be seen in this Annual Report 2022 (Geberit share information).

The current Articles of Incorporation can be viewed online at www.geberit.com/downloadcenter-en.

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 (www.geberit.com/downloadcenter-en) 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 shareholder concerned 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 2022, there were two registrations in the share register of shares with voting rights held by nominees. In both instances, the respective 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 2022, two nominees were registered in the share register of Geberit AG with voting rights of more than 3% of the total outstanding share capital:

The Board of Directors did not have to delete any entries in the share register retroactively as of the date of entry in the 2022 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/downloadcenter-en.

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 Consolidated Financial Statements Geberit Group, Note 17 in the Consolidated Financial Statements of the Geberit Group.