1. Group structure and shareholders

1.1 Group structure

The operational Group structure is shown in the diagram Management structure.

Geberit AG, the parent company of the Geberit Group, has its headquarters in Rapperswil-Jona (CH). For the place of listing, market capitalisation, Swiss securities identification number and ISIN code, please refer to Geberit share information.

The Group’s consolidated subsidiaries are listed under Consolidated Financial Statements Geberit Group, Note 32, stating the company name and head office, share capital and equity interest held by the Group companies. Except for Geberit AG, the scope of consolidation does not include any listed companies.

1.2 Significant shareholders

The listed significant shareholders within the meaning of Art. 120 para. 1 of the Financial Market Infrastructure Act (FinMIA) held more than 3% of the voting rights or share capital recorded in the Commercial Register on 31 December 2023.

Disclosure notifications published by Geberit in the financial year 2023 via the electronic publishing platform of SIX Swiss Exchange can be viewed at www.ser-ag.com/de/resources/notifications-market-participants/significant-shareholders.html.

1.3 Cross-shareholdings

In terms of equity interests or voting rights, the Geberit Group has no cross-shareholdings with any other companies that exceed a threshold of 5%.

1.4 Important changes to the Articles of Incorporation

The amendments to the Articles of Incorporation made in the financial year 2023 are related to the entry into force of the revised corporate law as of 1 January 2023. With the adaptation of the Articles of Incorporation to the revised corporate law, on the one hand, provisions of the Articles of Incorporation that contradicted mandatory law were amended and, on the other hand, provisions that reflected the wording of the mandatory corporate law applicable until 31 December 2022 were adapted to the new wording of the mandatory corporate law. In addition, a number of editorial amendments were made to the Articles of Incorporation. Furthermore, certain provisions of the Articles of Incorporation were modernised, in particular, to introduce new electronic means of the revised corporate law. However, the Board of Directors refrained from proposing a provision in the Articles of Incorporation that would have permitted the holding of a General Meeting exclusively by electronic means and without a physical venue (so-called “virtual general meeting”).

In addition, during the reporting year the following significant amendments to the Articles of Incorporation were approved by the annual General Meeting on 19 April 2023:

• Inclusion of a sustainability provision to the purpose of the company (art. 2 para. 3 of the Articles of Incorporation (www.geberit.com/downloadcenter-en)). In pursuing its corporate purpose, Geberit strives to create long-term and sustainable value. This endeavour is now explicitly reflected and anchored in Geberit’s Articles of Incorporation.
• Amendment of the share register and nominee provisions (art. 5 para. 2 and 3 of the Articles of Incorporation (www.geberit.com/downloadcenter-en), see also 2. Capital structure, 2.6 Limitations on transferability and nominee registrations). With these amendments to the Articles of Incorporation, the requirements for entry in the share register will be expanded and brought in line with the law. Under the amended nominee provision, if nominees hold shares equivalent to more than 3% of the share capital, a separate agreement with the Board of Directors is no longer necessary and such nominees will be entered in the share register if they comply with the reporting obligations under FinMIA.
• Increase of the age limit for members of the Board of Directors, its Chair and the members of the Compensation Committee to 75 years (art. 13 para. 4 of the Articles of Incorporation (www.geberit.com/downloadcenter-en), see also 3. Board of Directors, 3.4 Elections and terms of office). The Board of Directors considered the previous age limit of 70 years to be outdated.
• Introduction of a capital band (art. 3a of the Articles of Incorporation (www.geberit.com/downloadcenter-en), see also 2. Capital structure, 2.2 Capital band and conditional capital details). The capital band authorises the Board of Directors to increase and/or reduce the ordinary share capital as registered in the commercial register at the time of introduction of the capital band within a bandwidth of 10%, for a maximum of 5 years. In doing so, the Board of Directors may for the reasons stated in the Articles of Incorporation, limit or cancel the subscriptions rights of existing shareholders and allocate subscriptions rights not exercised or withdrawn elsewhere. The introduction of the capital band provides the Board of Directors with flexibility, also with regard to capital reductions. This allows the Board of Directors to cancel shares acquired under share buyback programmes in a flexible manner, in particular also for free float considerations, independently from an ordinary General Meeting.

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