Group structure and shareholders
Group structure
dormakaba Group’s organizational structure consists of the following five segments:
- The four regional segments within Access Solutions (AS)
- AS AMER (North and South America)
- AS APAC (Asia-Pacific)
- AS DACH (Germany, Austria, Switzerland)
- AS EMEA (rest of Europe, Middle East, Africa) - Key & Wall Solutions
The companies that lie within the Group’s scope of consolidation are listed in the financial statements.
Shareholders
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| As at 30.06.2018 No of shares at CHF 0.10 par value | in % |
| As at 30.06.2017 No of shares at CHF 0.10 par value | in % |
Pool shareholders1) |
| 1,143,508 | 27.2 |
| 1,153,191 | 27.5 |
Public shareholders |
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Other public shareholders |
| 3,029,069 | 72.1 |
| 3,021,712 | 71.9 |
Total public shareholders |
| 3,029,069 | 72.1 |
| 3,021,712 | 71.9 |
Members of the Board of Directors and Members of the Executive Committee2) |
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Members of the Board of Directors (non-executive) |
| 492,619 | 11.8 |
| 477,192 | 11.4 |
Members of the Executive Committee |
| 14,180 | 0.3 |
| 12,528 | 0.3 |
Total members of the Board of Directors and Members of the Executive Committee |
| 506,799 | 12.1 |
| 489,720 | 11.7 |
Less double-counting in respect of Pool shareholders who are members of the Boardof Directors3) |
| –479,350 | –11.4 |
| –464,597 | –11.1 |
Total shares |
| 4,200,026 | 100.0 |
| 4,200,026 | 100.0 |
1)The following persons are party to the pool agreement dated 29 April 2015: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA / Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, Stephanie Brecht-Bergen / Hamburg, Karl-Rudolf Mankel / Ennepetal as well as Martina Bössow / Dubai (UAE), heirs of Anja Bremi, Ulrich Bremi / Zollikon, Balz Dubs / Zurich, Karina Dubs-Kuenzle / Zurich, Kevin Dubs / Zurich, Linus Dubs / Zurich, Anja Flückiger / Forch, Christian Forrer / Bern, Karin Forrer / Muri, Anna Katharina Kuenzle / Thalwil, Clive Kuenzle / Zurich, Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Worb, Andrea Ullmann / Zollikon, Sascha Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.
2)Including related parties
3)The shareholdings of Pool Shareholders who are also members of the Board of Directors are included under Pool Shareholders and members of the Board of Directors.
Major shareholders
The above table sets out dormakaba Holding AG’s shareholder structure on the balance sheet date and lists the names of shareholders who have reported holding a stake of 3% or more of voting rights in dormakaba Holding AG. The announcements related to the disclosure notifications made by shareholders based on stock exchange reporting obligations can be found via the search facility on SIX Swiss Exchange Disclosure Office’s website at www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html.
The Mankel/Brecht-Bergen Family and the Kaba Family Shareholders (collectively referred to as the Anchor Shareholder Group) have concluded a pool agreement that governs the mutual rights and obligations of the Kaba Family Shareholders and the Mankel/Brecht-Bergen Family. The pool agreement states that the Anchor Shareholder Group can propose a maximum of five representatives to the General Meeting for election to the Board of Directors.
This Anchor Shareholder Group undertakes to exercise its voting rights in concert when voting on significant Annual General Meeting resolutions. The members of the Anchor Shareholder Group also grant each other the right of first refusal if they intend to sell shares in dormakaba Holding AG. Finally, if they sell 27% or more of dormakaba Holding AG voting rights, members of the Anchor Shareholder Group undertake to commit the buyer to make a public takeover offer to all dormakaba Holding AG shareholders at the same price as that at which the members of the Anchor Shareholder Group are selling. This is designed to prevent any price discrimination against minority shareholders. The pool agreement lasts until 29 April 2030. As far as dormakaba Holding AG is aware, there are no shareholder agreements or other agreements between the major shareholders mentioned that involve the dormakaba Holding AG shares they own or the exercise of the shareholder rights these shares confer.
Cross-shareholdings
dormakaba Group has not entered into any capital or voting cross-shareholdings with other companies.