Group structure and shareholders
5 min.Group structure
dormakaba’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
|
| 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 Shareholders1) |
| 1,205,449 | 28.7 |
| 1,143,963 | 27.2 |
Group’s treasury shares |
| 42,810 | 1.0 |
| 54,709 | 1.3 |
Public shareholders |
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T. Rowe Price Associates, Inc., Baltimore, USA2) |
|
|
|
| 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 members3) |
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BoD members |
| 553,987 | 13.2 |
| 491,484 | 11.7 |
EC members4) |
| 17,497 | 0.4 |
| 16,251 | 0.4 |
Less double-counting in respect of Riet Cadonau5) |
| –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 Shareholders6) |
| –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.
Major shareholders
The above table sets out the shareholder structure of dormakaba Holding AG on the balance sheet date 30 June 2020 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 function 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 Pool Shareholder Group) have concluded a pool agreement that governs the mutual rights and obligations of both parties. The pool agreement states that the Pool Shareholder Group can propose a maximum of five representatives to the General Meeting of shareholders (General Meeting) for election to the Board of Directors (BoD). This proposal right for up to five Board members reflects the majority participation of the Pool Shareholder Group in the operational business of dormakaba. Members of the Pool Shareholder Group hold:
- 28.7% of the 52.5% in dormakaba Holding GmbH + Co. KGaA, which are directly held by the ultimate parent company dormakaba Holding AG; and
- 47.5% in dormakaba Holding GmbH + Co. KGaA (held by the Mankel/Brecht-Bergen Family).
These shareholdings represent an economic interest of 62.6% in dormakaba.
This Pool Shareholder Group undertakes to exercise its voting rights in concert when voting on significant General Meeting resolutions. The members of the Pool 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 Pool 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 Pool 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 further shareholder agreements or other agreements between the major shareholders mentioned that involve the dormakaba Holding AG shares they own or that involve the exercise of the shareholder rights these shares confer.
Cross-shareholdings
dormakaba has not entered into any capital or voting cross-shareholdings with other companies.