These annual financial statements were prepared in accordance with the provisions of the Swiss accounting law (Title 32 of the Swiss Code of Obligations [CO]). 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 a management report, a cash flow statement, or additional information in the notes and refers instead to the consolidated financial statements of dormakaba Holding AG for the relevant information.
Loans granted to Group companies and other financial investments in foreign currencies are valued at the market rate on the balance sheet date. The valuation is at nominal values, taking into consideration any impairment required.
Investments are valued in accordance with the principle of individual valuation. General value adjustments can be applied.
Dividend income is booked when payment is received.
|
|
|
|
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.
Counterparty |
|
Currency |
|
Interest rate |
|
Financial year ended 30.06.2020 |
|
Financial year ended 30.06.2019 |
dormakaba International Holding AG, Rümlang/CH |
|
CHF |
|
1.00% |
|
170.9 |
|
173.6 |
Total loans to Group companies |
|
|
|
|
|
170.9 |
|
173.6 |
These provisions relate to general risks.
As at 30 June 2020, the 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 at 30 June 2020 amounted to CHF 42,438.40.
In accordance with the resolution of the Annual General Meeting (AGM) of 22 October 2019, the Board of Directors (BoD) is authorized to increase the share capital by no later than 22 October 2021 up to a maximum amount of CHF 42,000 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 the authorized capital in the year under review.
|
|
As at 30.06.2020 No. of shares at CHF 0.10 par value |
% |
|
As at 30.06.2019 No. of shares at CHF 0.10 par value |
% |
Pool Shareholders 1) |
|
1,205,449 |
28.7 |
|
1,143,963 |
27.2 |
Group’s treasury shares |
|
42,810 |
1.0 |
|
54,709 |
1.3 |
Public shareholders |
|
|
|
|
|
|
T. Rowe Price Associates, Inc., Baltimore, USA 2) |
|
|
|
|
135,903 |
3.2 |
Other public shareholders |
|
2,926,306 |
69.7 |
|
2,842,347 |
67.7 |
Total public shareholders |
|
2,926,306 |
69.7 |
|
2,978,250 |
70.9 |
BoD and EC members 3) |
|
|
|
|
|
|
BoD members |
|
553,987 |
13.2 |
|
491,484 |
11.7 |
EC members 4) |
|
17,497 |
0.4 |
|
16,251 |
0.4 |
Less double-counting in respect of Riet Cadonau 5) |
|
–5,840 |
–0.1 |
|
–4,730 |
–0.1 |
Total BoD and EC members |
|
565,644 |
13.5 |
|
503,005 |
12.0 |
Less double-counting in respect of Pool Shareholders 6) |
|
–540,183 |
–12.9 |
|
–479,901 |
–11.4 |
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, as well as Martina Bössow / Meilen, heirs of Anja Bremi, Ulrich Bremi / Zollikon, Balz Dubs / Zurich, Karina Dubs / 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) Shareholdings as at 30 June 2020 is below 3%.
3) Including related parties.
4) Includes restricted shares granted at hiring date on 1 April 2020 to the (then designated) COO AS AMER as part of a replacement award in order to compensate for part of the forfeited long-term incentive plan at his previous employer. Further details are provided in the chapter ’Compensation architecture for the EC’ of the Compensation Report.
5) Shareholdings of Riet Cadonau as BoD and EC member are included under BoD members and EC members.
6) Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders and BoD members.
|
|
Financial year ended 30.06.2020 |
|
Financial year ended 30.06.2019 |
||||
|
|
CHF million |
|
Number of shares |
|
CHF million |
|
Number of shares |
Treasury shares at the beginning of the period |
|
0.0 |
|
– |
|
0.2 |
|
350 |
Purchase |
|
1.1 |
|
1,787 |
|
0.7 |
|
880 |
Share-based compensation |
|
–1.0 |
|
–1,787 |
|
–0.9 |
|
–1,230 |
Revaluation |
|
–0.1 |
|
– |
|
0.0 |
|
– |
Treasury shares at the end of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Treasury shares held in other Group entities |
|
31.4 |
|
42,810 |
|
38.7 |
|
54,709 |
Total Group’s treasury shares at the end of the period |
|
31.4 |
|
42,810 |
|
38.7 |
|
54,709 |
The dividend income for the year is CHF 67.5 million (2018/19: CHF 63.6 million).
The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH + Co. KGaA to guarantee the bond issued by dormakaba Finance AG.
The main expense items relate to external consulting services and marketing expenses.
Direct taxes comprise capital taxes and income taxes.
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 SIX Swiss Exchange.
As at 30 June 2020, dormakaba Holding AG did not employ any personnel.
CHF million |
|
Financial year ended 30.06.2020 |
|
Financial year ended 30.06.2019 |
Guarantees |
|
693.7 |
|
693.7 |
Of which used |
|
0.0 |
|
0.0 |
As in the previous year, the guarantees disclosed relate to the guarantee accorded to the bondholders 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 as a single entity for VAT purposes (Group taxation article 13 Swiss VAT Act). 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.
|
|
Financial year ended 30.06.2020 |
|
Financial year ended 30.06.2019 |
||||
|
|
Share capital value in CHF |
|
Number of shares |
|
Share capital value in CHF |
|
Number of shares |
Conditional capital at the end of the period |
|
42,438 |
|
424,384 |
|
42,438 |
|
424,384 |
Authorized capital at the end of the period |
|
42,000 |
|
420,000 |
|
42,000 |
|
420,000 |
Conditional capital of CHF 36,000 (2018/19: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2018/19: CHF 6,438.40) for shares or share options to associates and BoD members of which CHF 0 (2018/19: CHF 0) were exercised in the 2019/20 financial year.
The authorized capital at year-end amounts to CHF 42,000 (2018/19: CHF 42,000).
As at the reporting date, the individual BoD and EC members (including related parties) held the following numbers of shares in dormakaba Holding AG. None of the BoD and EC members held any options.
Number of shares |
|
Financial year ended 30.06.2020 |
|
Financial year ended 30.06.2019 |
BoD |
|
|
|
|
Birgersson Jens |
|
347 |
|
52 |
Brecht-Bergen Stephanie |
|
220,156 |
|
190,117 |
Cadonau Riet 1) |
|
5,840 |
|
4,730 |
Daeniker Daniel |
|
1,687 |
|
1,532 |
Dörig Rolf |
|
2,626 |
|
2,471 |
Dubs-Kuenzle Karina |
|
99,746 |
|
99,591 |
Gummert Hans |
|
762 |
|
587 |
Heppner John |
|
919 |
|
743 |
Hess Hans |
|
1,623 |
|
1,468 |
Mankel Christine |
|
220,281 |
|
190,193 |
Total BoD |
|
553,987 |
|
491,484 |
EC |
|
|
|
|
Berninger Alwin |
|
210 |
|
80 |
Bewick Stephen 2) |
|
199 |
|
|
Brinker Bernd |
|
1,549 |
|
974 |
Cadonau Riet 1) |
|
5,840 |
|
4,730 |
Gaspari Roberto 3) |
|
|
|
3,259 |
Häberli Andreas |
|
2,265 |
|
1,872 |
Housten Alex 4) |
|
564 |
|
|
Kincaid Michael 5) |
|
1,543 |
|
1,166 |
Lee Jim-Heng |
|
2,329 |
|
1,829 |
Lichtenberg Jörg 5) |
|
853 |
|
532 |
Zocca Stefano |
|
2,145 |
|
1,809 |
Total EC |
|
17,497 |
|
16,251 |
1) BoD and EC member, therefore displayed in both groups for the years of membership.
2) EC member as of 1 January 2020.
3) EC member until 31 December 2019.
4) Designated EC member from 1 April 2020 until 30 June 2020. EC member (successor of Michael Kincaid) as of 1 July 2020. The shares were granted at hiring date on 1 April 2020 as part of a replacement award in order to compensate for part of the forfeited long-term incentive plan at his previous employer. Further details are provided in the chapter ’Compensation architecture for the EC’ of the Compensation Report.
5) EC member until 30 June 2020.
There were no events between 30 June 2020 and 27 August 2020 which would necessitate adjustments to the book value of the Group’s assets or liabilities, or which require additional disclosure in the financial statements.
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