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 recorded 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 30.06.2021

 

Financial year ended 30.06.2020

dormakaba International Holding AG, Rümlang/CH

 

CHF

 

1.00%

 

171.7

 

170.9

Total loans to Group companies

 

 

 

 

 

171.7

 

170.9

2.3 Long-term provisions

These provisions relate to general risks.

2.4 Share capital

As at 30 June 2021, 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 2021 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 30.06.2021 No. of shares at CHF 0.10 par value

%

 

As at 30.06.2020 No. of shares at CHF 0.10 par value

%

Pool Shareholders 1)

 

1,187,875

28.3

 

1,205,449

28.7

Group’s treasury shares

 

31,259

0.7

 

42,810

1.0

Public shareholders

 

 

 

 

 

 

Other public shareholders

 

2,951,387

70.3

 

2,926,306

69.7

Total public shareholders

 

2,951,387

70.3

 

2,926,306

69.7

BoD and EC members 2)

 

 

 

 

 

 

BoD members

 

558,186

13.3

 

553,987

13.2

EC members

 

12,088

0.3

 

17,497

0.4

Less double-counting in respect of Riet Cadonau 3)

 

0.0

 

–5,840

–0.1

Total BoD and EC members

 

570,274

13.6

 

565,644

13.5

Less double-counting in respect of Pool Shareholders 4)

 

–540,769

–12.9

 

–540,183

–12.9

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 / Düsseldorf, as well as Martina Bössow / Meilen, heirs of Ulrich Bremi / Zollikon, Balz Dubs / Zurich, Karina Dubs / Zurich, Kevin Dubs / Zurich, Linus Dubs / Zurich, Anja Flückiger / Herrliberg, Christian Forrer / Bern, heirs of Karin Forrer / Muri, Anna Katharina Kuenzle / Thalwil, Clive Kuenzle / Zurich, Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Bern, Andrea Ullmann / Zollikon, Sascha Ullmann / Zollikon, Adrian Weibel / Meilen and Tonia Weibel / Meilen.

2) Including related parties.

3) Shareholdings of Riet Cadonau as at 30 June 2021 are included only under BoD members because effective as of 1 April 2021, he stepped down from his position as CEO and EC member, and continued his role as BoD Chair.

4) Shareholdings of Pool Shareholders who are also BoD members are included under Pool Shareholders and BoD members.

2.6 Treasury shares

 

 

Financial year ended 30.06.2021

 

Financial year ended 30.06.2020

 

 

CHF million

 

Number of shares

 

CHF million

 

Number of shares

Treasury shares at the beginning of the period

 

0.0

 

 

0.0

 

Purchase

 

1.0

 

1,746

 

1.1

 

1,787

Share-based compensation

 

–0.9

 

–1,746

 

–1.0

 

–1,787

Revaluation

 

–0.1

 

 

–0.1

 

Treasury shares at the end of the period

 

0.0

 

 

0.0

 

Treasury shares held in other Group entities

 

23.0

 

31,259

 

31.4

 

42,810

3. Information on the income statement

3.1 Dividend income

The dividend income for the year is CHF 46.0 million (2019/20: CHF 67.5 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 2021, dormakaba Holding AG did not employ any personnel.

4.3 Contingent liabilities

CHF million

 

Financial year ended 30.06.2021

 

Financial year ended 30.06.2020

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 30.06.2021

 

Financial year ended 30.06.2020

 

 

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 (2019/20: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2019/20: CHF 6,438.40) for shares or share options to associates and BoD members of which CHF 0 (2019/20: CHF 0) were exercised in the 2020/21 financial year.

The authorized capital at financial year-end amounts to CHF 42,000 (2019/20: 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 30.06.2021

 

Financial year ended 30.06.2020

BoD

 

 

 

 

Birgersson Jens

 

1,919

 

347

Brecht-Bergen Stephanie

 

220,323

 

220,156

Cadonau Riet 1)

 

7,015

 

5,840

Daeniker Daniel

 

1,854

 

1,687

Dörig Rolf 2)

 

2,721

 

2,626

Dubs-Kuenzle Karina

 

99,913

 

99,746

Gummert Hans

 

929

 

762

Heppner John

 

1,117

 

919

Hess Hans

 

1,790

 

1,623

Liu John Y. 3)

 

72

 

 

Mankel Christine

 

220,533

 

220,281

Total BoD

 

558,186

 

553,987

EC

 

 

 

 

Berninger Alwin

 

339

 

210

Bewick Stephen 4)

 

312

 

199

Brinker Bernd

 

1,964

 

1,549

Cadonau Riet 1)

 

 

 

5,840

Häberli Andreas

 

2,530

 

2,265

Housten Alex

 

617

 

564

Kincaid Michael 5)

 

 

 

1,543

Lee Jim-Heng

 

2,725

 

2,329

Lichtenberg Jörg 5)

 

 

 

853

Soussan Sabrina 6)

 

1,233

 

 

Zocca Stefano

 

2,368

 

2,145

Total EC

 

12,088

 

17,497

1) BoD and EC member until 31 March 2021. Effective as of 1 April 2021, he stepped down from his position as EC member and continued his role as BoD Chair. Therefore, he is displayed in both groups for the years of membership.

2) BoD member until 20 October 2020.

3) BoD member as of 20 October 2020.

4) EC member as of 1 January 2020.

5) EC member until 30 June 2020.

6) EC Member as of 1 January 2021 and CEO as of 1 April 2021.

7. Events occurring after the balance sheet date

On 23 August 2021, dormakaba signed an agreement to acquire the Australian Reliance Doors and Best Doors Australia Groups (RELBDA), thus strengthening its position in door automation. The group of companies is a well-established provider in the Australian market with reputable brands for residential garage doors, automatic openers, industrial overhead doors as well as related services. RELBDA has manufacturing sites located in Brisbane, Sydney, Melbourne, and Adelaide. This transaction will allow dormakaba to further diversify and expand its footprint into the residential sector of the Australian market by combining the products to integrated solutions for a seamless home access.

On 2 July 2021, dormakaba signed an agreement to acquire Solus Security Systems Pvt Ltd, a market leader for integrated Electronic Access & Data solutions in India. Based in Bangalore (India) with multiple further locations, Solus provides integrated solutions for Access Control, Time and Attendance, Visitor Management, Vehicle Access and Security, as well as the services required for managing these solutions. The transaction was closed on 15 July 2021.

Holding Company income statementAppropriation of balance sheet profits

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