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 [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.

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 balance sheet date. The valuation is at nominal values, taking into consideration any impairment required.

1.3 Investments

Investments are valued in accordance 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 items

2.1 Investments

 

 

 

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 30.06.2020

 

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

2.3 Long-term provisions

These provisions relate to general risks.

2.4 Share capital

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.

2.5 Principal shareholders

 

 

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.

2.6 Treasury shares

 

 

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

3. Information on the income statement

3.1 Dividend income

The dividend income for the year is CHF 67.5 million (2018/19: CHF 63.6 million).

3.2 Financial expenses

The financial expenses relate primarily to guarantee fees paid to dormakaba Holding GmbH + Co. KGaA to guarantee the bond issued by dormakaba Finance AG.

3.3 Other operating expenses

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

3.4 Direct taxes

Direct taxes comprise capital taxes and 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 SIX Swiss Exchange.

4.2 Full-time equivalents

As at 30 June 2020, dormakaba Holding AG did not employ any personnel.

4.3 Contingent liabilities

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.

5. Conditional and authorized capital

 

 

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).

6. Shareholdings of BoD and EC members

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.

7. Events occurring after the balance sheet date

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.

Holding Company income statementAppropriation of balance sheet profits

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