2. Capital structure

2.1 Capital

Amount of ordinary and conditional capital as well as the capital band as provided in the Articles of Incorporation of the company as of 31 December 2023: *

* With the revised corporate law, the instrument of authorised capital was replaced by the capital band. Authorised capital that has already been approved can still be used until 31 December 2025 at the latest. The Geberit Group had no authorised capital as at 31 December 2023.

2.2 Capital band and conditional capital details

As of 31 December, Geberit AG had a capital band between CHF 3,167,017.40 (lower limit) and CHF 3,870,799.00 (upper limit). Within the capital band, the Board of Directors is authorised to increase or decrease the share capital once or several times and in any amounts until 19 April 2028 or until an earlier expiry of the capital band. The capital increase or reduction may be effected by issuing a maximum of 3,518,908 fully paid registered shares with a par value of CHF 0.10 each or by cancelling a maximum of 3,518,908 registered shares with a par value of CHF 0.10 each.

In the case of capital increase, the Board of Directors shall determine the number of shares, the issue price, the type of contributions, the time of issue, the conditions for exercising subscription rights and the start of dividend entitlement. In doing so, the Board of Directors may issue new shares by means of a firm underwriting by a bank or other third party and subsequent offer to the existing shareholders. The Board of Directors is authorised to restrict or exclude trading in subscription rights. The Board of Directors may allow subscription rights that have not been exercised to lapse or place them or the shares for which subscription rights have been granted but not exercised at market conditions or otherwise use them in the interests of the company.

The Board of Directors is authorised to exclude or limit the shareholders’ subscription rights in respect of the shares to be issued under the capital band and to allocate them to individual shareholders, third parties, the company or Group companies, in particular: (i) if the issue price of the new shares is determined by reference to the market price; or (ii) for the acquisition of companies, part(s) of companies or participations, or for the financing or refinancing of any such transactions or the financing of new investment projects of the company or any of its group companies, including the purchase of products, intellectual properties or licenses; or (iii) for purposes of broadening the shareholder constituency of the company in certain geographic markets, for purposes of the participation of strategic partners; or (iv) for the participation of members of the Board of Directors, members of the executive committee, employees, contractors, consultants, or other persons performing services for the benefit of the company or any of its group companies; or (v) for raising capital in a fast and flexible manner, which would not be possible, or might only be possible with great difficulty or delays or at significantly less favourable conditions, without the exclusion of the pre-emptive rights of existing shareholders. Until 19 April 2028, or until an earlier expiry of the capital band, the total number of registered shares issued under art. 3a of the Articles of Incorporation (www.geberit.com/downloadcenter-en), excluding shareholders’ subscription rights in one or several capital increases, may not exceed 3,518,908 new registered shares.

In the event of a reduction of the share capital within the scope of the capital band, the Board of Directors shall determine the use of the reduction amount. Subscription and acquisition of new shares as well as any subsequent transfer of shares are subject to the restrictions set forth in art. 5 of the Articles of Incorporation (www.geberit.com/downloadcenter-en).

Pursuant to art. 11 of the Articles of Incorporation (www.geberit.com/downloadcenter-en), changes to the provisions on the capital band require a resolution of the General Meeting passed by at least two-thirds of the votes represented.

As of 31 December 2023, the Geberit Group had no conditional capital.

2.3 Changes in capital

For Geberit AG’s changes in capital, see the 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 2023 (Consolidated Financial Statements Geberit Group, Consolidated Statements of Changes in EquityConsolidated 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 2021 figures in the 2022 Annual Report (Consolidated Financial Statements Geberit Group: Annual Report 2022, Financials, Consolidated Financial Statements Geberit Group, Consolidated Statements of Changes in Equity, Annual Report 2022, Financials, Consolidated Financial Statements Geberit Group, Note 21 and Annual Report 2022, Financials, 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 completion 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.

On 19 April 2023, the General Meeting resolved to reduce the share capital to 35,189,082 registered shares at CHF 0.10 each by cancelling 685,251 treasury shares. The shares cancelled originated from the 2020–2022 share buyback programme of 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 3,518,908.20. It is divided into 35,189,082 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 2023, the company held 1,889,965 treasury shares.

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

The free float can be seen in this Annual Report 2023 (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, that there is no agreement on the redemption or return of corresponding shares and that they bear the economic risk associated with the shares. Art. 5 of the Articles of Incorporation (www.geberit.com/downloadcenter-en) (in the version of 19 April 2023) stipulates that persons, who do not expressly declare in the registration application to hold the shares on their own account (nominees), shall be registered as shareholders with voting rights in the share register up to a maximum of 3% of the share capital. For any shares in excess of this registration threshold, nominees shall be registered as shareholders with voting rights in the share register if the concerned nominee declares the names, addresses, nationalities and shareholdings of such beneficial owners for whose account it holds 0.5% or more of the share capital and if the notification duties according FinMIA are met.

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 (www.geberit.com/downloadcenter-en) do not contain any restrictions in terms of registration or voting rights. The provisions regarding the share register (art. 5 para. 2 of the Articles of Incorporation) and the nominee provision (art. 5 para. 3 of the Articles of Incorporation) were amended by resolution of the General Meeting on 19 April 2023. For the amendments, see also 1. Group structure and shareholders, 1.4 Important Changes to the Articles of Incorporation. For the previous regulation, see also Annual Report 2022, Corporate Governance.

As of 31 December 2023, one nominee was registered in the share register of the company with voting rights of more than 3% of the issued share capital:

NorTrust Nominees Ltd.: 4.43%

The Board of Directors did not have to delete any entries in the share register retroactively as of the date of entry in the 2023 reporting year.

According to Art. 11 of the Articles of Incorporation (www.geberit.com/downloadcenter-en), 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, 8. Summary of share and option plans 2022 and Consolidated Financial Statements Geberit Group, Note 17 in the Consolidated Financial Statements of the Geberit Group.