Annual Report 2017/18

Notes to the financial statements

1. Principles

1.1 General

These annual financial statements were prepared in accordance with the provisions of the Swiss accounting law (Title 32 of the Swiss Code of Obligations). The main valuation principles applied that are not prescribed by law are described below.

In accordance with the provisions of the Swiss accounting law (article 961d para. 1 CO), the company does not provide additional information in the notes, a cash flow statement or an annual report, referring instead to the consolidated financial statements of dormakaba Holding AG for the relevant information.

1.2 Loans to Group companies and other financial assets

Loans granted to Group companies and other financial investments in foreign currencies are valued at the market rate on the actual closing date. The valuation is at nominal values, taking into consideration any impairment required.

1.3 Investments

Investments are valued in line with the principle of individual valuation. General value adjustments can be applied.

1.4 Dividend income

Dividend income is booked when payment is received.

2. Information on balance sheet positions

2.1 Investments: company, domicile

 

 

 

 

 

 

 

 

 

 

Share capital in local currency

 

Voting rights in %

dormakaba Holding GmbH + Co. KGaA, Ennepetal/DE

 

EUR

 

27,642,105

 

52.5

dormakaba Beteiligungs-GmbH, Ennepetal/DE

 

EUR

 

1,000,000

 

52.5

There are no changes to the Investments.

2.2 Loans to Group companies

 

 

 

 

 

 

 

 

 

Counterparty

 

Currency

 

Interest rate

 

Financial year ended 30.06.2018

 

Financial year ended 30.06.2017

dormakaba International Holding AG, Rümlang/CH

 

CHF

 

1.00%

 

173.4

 

170.1

Total loans to Group companies

 

 

 

 

 

173.4

 

170.1

2.3 Long-term provisions

This provision relates to general risks.

2.4 Share capital

As of 30 June 2018, share capital amounted to CHF 420,002.60 divided into 4,200,026 registered shares at a par value of CHF 0.10.

Conditional capital as of 30 June 2018 amounted to CHF 42,438.

In accordance with the resolution of the Annual General Meeting of 17 October 2017, the Board of Directors is authorized to increase the share capital, until no later than 17 October 2019, by a maximum amount of CHF 72,000 by issuing a maximum of 420,000 fully paid-in registered shares with a nominal value of CHF 0.10 each. The increase may be made in partial amounts.

No shares were issued out of authorized capital in the year under review.

2.5 Principal shareholders

 

 

 

 

 

 

 

 

 

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 shareholders 1)

 

1,143,508

27.2

 

1,153,191

27.5

Public shareholders

 

 

 

 

 

 

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 Committee 2)

 

 

 

 

 

 

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 Board of Directors 3)

 

–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.

2.6 Treasury shares

 

 

30.06.2018 in CHF million

 

30.06.2018 Number

 

30.06.2017 in CHF million

 

30.06.2017 Number

Treasury shares at the beginning of the period

 

1.0

 

1,260

 

2.8

 

4,063

Purchased/revalued/sold

 

–0.8

 

–910

 

–1.7

 

–2,803

Treasury shares at the end of the period

 

0.2

 

350

 

1.0

 

1,260

Treasury shares held in other group entities

 

8.7

 

12,433

 

17.6

 

21,178

Total Treasury shares at the end of the period

 

8.9

 

12,783

 

18.7

 

22,438

3. Information on the income statement

3.1 Dividend income

The dividend income for the year was CHF 63.3 million (previous year: CHF 32.8 million).

3.2 Financial income

The financial income came primarily from interest income on the loans granted to Group companies as well as guarantee fees in relation to the bonds issued by dormakaba Finance AG.

3.3 Financial expenses

The financial expenses primarily are related to guarantee fees paid to dormakaba Holding GmbH & Co. KGaA to guarantee on the bond issued by dormakaba Finance AG.

3.4 Other operating expenses

The main expense items related to external consulting services and marketing expenses.

3.5 Direct taxes

Direct taxes are comprised of capital taxes and for the prior year also income taxes.

4. Other information

4.1 General information

dormakaba Holding AG is incorporated and domiciled in Rümlang (Switzerland). The address of its registered office is: Hofwisenstrasse 24, 8153 Rümlang, Switzerland.

The company is listed on the Swiss Stock Exchange (SIX).

4.2 Full-time equivalents

As of 30 June 2018, dormakaba Holding AG did not employ any personnel.

4.3 Contingent liabilities

 

 

 

 

 

in CHF million

 

Financial year ended 30.06.2018

 

Financial year ended 30.06.2017

Guarantees

 

693.7

 

0.0

Of which used

 

0.0

 

0.0

The guarantees disclosed relates to the guarantee to the bond holders for the bonds issued by dormakaba Finance AG in the total nominal amount of CHF 680.0 million.

The dormakaba companies in Switzerland are treated for VAT purposes as one single entity (Group taxation article 15 Swiss VAT law). If one company is unable to meet its payment obligations to the taxation authorities, the other Group companies within the tax group are jointly and severally liable.

5. Conditional and authorized capital

 

 

 

 

 

 

 

 

 

 

 

30.06.2018 CHF 0.10 par value

 

30.06.2018 Number

 

30.06.2017 CHF 0.10 par value

 

30.06.2017 Number

Conditional capital at the end of the period

 

42,438

 

424,384

 

42,938

 

429,384

Authorized capital at the end of the period

 

42,000

 

420,000

 

41,900

 

419,000

Conditional capital of CHF 36,000 (CHF 36,000 in the prior year) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (CHF 6,938.40 in the prior year) for shares or share options to associates and members of the Board of Directors of which CHF 0 (CHF 0 in the prior year) were exercised in financial year 2017 / 18.

The authorized capital at year-end amounts to CHF 42,000 (CHF 41,900 in the prior year).

6. Shareholdings of members of the Board of Directors and the Executive Committee

As at the respective reporting date, the individual members of the Board of Directors and the Executive Committee (including related parties) held the following number of shares in dormakaba Holding AG. None of the members of the Board of Directors and the Executive Committee held any options.

 

 

 

 

 

 

 

Financial year ended 30.06.2018

 

Financial year ended 30.06.2017

 

 

Number of shares

 

Number of shares

Board of Directors

 

 

 

 

Brecht-Bergen Stephanie

 

189,958

 

189,868

Chiu Elton SK

 

773

 

683

Daeniker Daniel

 

1,424

 

1,305

Dörig Rolf

 

2,363

 

2,153

Dubs-Kuenzle Karina

 

99,483

 

84,861

Graf Ulrich

 

6,148

 

6,476

Gummert Hans

 

479

 

198

Heppner John

 

626

 

510

Hess Hans

 

1,360

 

1,270

Mankel Christine

 

190,005

 

189,868

Total Board of Directors

 

492,619

 

477,192

 

 

 

 

 

Executive Committee

 

 

 

 

Berninger Alwin

 

-

 

 

Brinker Bernd

 

550

 

250

Cadonau Riet

 

4,330

 

3,930

Gaspari Roberto

 

2,576

 

2,238

Häberli Andreas

 

1,505

 

1,185

Jacob Christoph

 

132

 

72

Kincaid Michael

 

1,012

 

714

Lee Jim-Heng

 

1,396

 

1,146

Lichtenberg Jörg

 

318

 

167

Malacarne Beat

 

867

 

1,425

Sichelschmidt Dieter 1)

 

 

 

150

Zocca Stefano

 

1,494

 

1,251

Total Executive Committee

 

14,180

 

12,528

1) Member of the Executive Committee until the 31 December 2017

7. Events after the balance sheet date

dormakaba has reached an agreement on the sale of its indirect 40% shareholding in ISEO to the Facchinetti family, who already owns the remaining 60% in the company. Closing of the divestment contract is expected to take place by fall 2018.

Income statementAppropriation of balance sheet profits

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