2. Other statutory disclosures
2.1 Guarantees, assets pledged in favour of third parties
|
|
31.12.2022 |
|
31.12.2021 |
|
|
MCHF |
|
MCHF |
Guarantee Revolving Facility, due 06.11.2024 |
|
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
|
|
2022 |
|
2022 |
|
2021 |
|
2021 |
|
|
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.
|
|
2022 |
|
2021 |
Number of shares issued |
|
pcs. |
|
pcs. |
January 1 |
|
35,874,333 |
|
37,041,427 |
Capital reduction as at June 2021 |
|
0 |
|
-1,167,094 |
December 31 |
|
35,874,333 |
|
35,874,333 |
2.4 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, 2021 |
|
714,037 |
|
|
|
|
|
|
Purchases share buyback programme 2020–2022 |
|
481,852 |
|
747.88 |
|
587.84 |
|
462.51 |
Purchases share buyback programme 2022–2024 |
|
627,600 |
|
511.91 |
|
456.32 |
|
413.48 |
Other purchases |
|
180,000 |
|
611.37 |
|
585.54 |
|
549.57 |
Sales |
|
-58,287 |
|
750.00 |
|
558.94 |
|
419.24 |
Balance at December 31, 2022 |
|
1,945,202 |
|
|
|
|
|
|
Number of treasury shares held by Geberit AG |
|
1,312,851 |
|
|
|
|
|
|
The share buyback programme 2020–2022, started in September 2020 was concluded in June 2022. In total, 826,251 shares were acquired at a sum of CHF 500 million. At the General Meeting of 19 April 2023, a proposal will be submitted for the cancellation of 685,251 shares. The shares to be cancelled – originally 826,251 shares, of which 141,000 were already cancelled in June 2021 – originate from the share buyback programme 2020–2022.
On 20 June 2022, a new share buyback programme was launched. As a part of this programme, shares amounting to a maximum value of CHF 650 million will be repurchased at purchase value over a maximum period of two years. By 31 December 2022, 627,600 shares were acquired at a sum of CHF 286 million.
The legal reserves for treasury shares were recorded at cost.
2.5 Bonds
Geberit has the following bonds outstanding:
- 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 200 with a term of four years and a coupon of 1.5%, due 14.09.2026
- a bond of MCHF 150 with a term of five and a half years and a coupon of 0.75%, due 29.09.2027
- a bond of MCHF 125 with a term of nine and a half years and a coupon of 0.6%, due 17.10.2028
- a bond of MCHF 200 with a term of seven years and a coupon of 1.75%, due 14.09.2029
2.6 Shareholdings of members of the board of directors and of the group executive board
As at the end of 2022 and 2021, 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 |
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholdings Board of Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
114,776 |
|
2,171 |
|
4,943 |
|
1,131 |
|
691 |
|
518 |
|
124,230 |
Share of voting rights |
|
0.32% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.35% |
|
|
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 |
Share of voting rights |
|
0.32% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.0% |
|
0.34% |
As at December 31, 2022, there were no outstanding loans or credits between the company and members of the Board of Directors
As of the end of 2022 and 2021, the Group Executive Board held the following shares in the company:
|
|
Maturity |
|
Average exercise price in CHF |
|
C. Buhl |
|
T. Knechtle |
|
R. van Triest |
|
M. Baumüller |
|
M. Ziegler |
|
C. Rapp |
|
A. Lange |
|
Total |
||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholdings Group Executive Board |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares |
|
|
|
|
|
18,580 |
|
215 |
|
2,090 |
|
5,660 |
|
4,776 |
|
1,957 |
|
528 |
|
33,806 |
||||
Percentage voting rights shares |
|
|
|
|
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
< 0.1% |
|
0.09% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Call options 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of vesting period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lapsed |
|
2022–2028 |
|
409.16 |
|
87,650 |
|
0 |
|
20,781 |
|
17,219 |
|
14,317 |
|
3,320 |
|
2,965 |
|
146,252 |
||||
2023 |
|
2028–2029 |
|
441.85 |
|
88,457 |
|
0 |
|
29,627 |
|
23,711 |
|
32,109 |
|
24,436 |
|
3,316 |
|
201,656 |
||||
2024 |
|
2030 |
|
569.65 |
|
36,784 |
|
0 |
|
11,870 |
|
10,063 |
|
14,907 |
|
12,710 |
|
1,570 |
|
87,904 |
||||
2025 |
|
2032 |
|
584.10 |
|
48,788 |
|
14,911 |
|
12,395 |
|
10,478 |
|
16,203 |
|
13,687 |
|
1,802 |
|
118,264 |
||||
Total options |
|
|
|
|
|
261,679 |
|
14,911 |
|
74,673 |
|
61,471 |
|
77,536 |
|
54,153 |
|
9,653 |
|
554,076 |
||||
Percentage potential share of voting rights options |
|
|
|
|
|
0.73% |
|
< 0.1% |
|
0.21% |
|
0.17% |
|
0.22% |
|
0.15% |
|
< 0.1% |
|
1.54% |
||||
|
||||||||||||||||||||||||
|
|
Maturity |
|
Average exercise price in CHF |
|
C. Buhl |
|
R. Iff |
|
T. Knechtle CFO |
|
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% |
||||
|
||||||||||||||||||||||||
As of December 31, 2022, there were no outstanding loans or credits between the company and members of the Group Executive Board.
2.7 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:
|
|
31.12.2022 |
|
31.12.2021 |
Black Rock, New York (notification dated: 09.08.2019) |
|
5.21% |
|
5.21% |
Geberit AG, Jona (notification dated: 03.11.2022) |
|
5.01% |
|
3.08% |
Fiera Capital, Montreal (notification dated: 13.01.2022) |
|
<3.00% |
|
3.06% |
2.8 Employees
At Geberit AG no employees are employed.