Group structure and shareholders
5 min.Group structure
As part of its new strategy Shape4Growth, dormakaba has adapted its organizational structure:
Until the end of 2021, it consisted 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 (KWS)
As of 1 January 2022, the organizational structure consists of dormakaba's core business Regions – Americas, Asia-Pacific, and Europe & Africa – supported by Global Functions – Marketing & Products, Operations, and Product Development. Key & Wall Solutions remains unchanged.
The companies that lie within the Group’s scope of consolidation are listed in the Financial Statements.
Shareholders
|
|
|
As at 30.06.2022 No. of shares at CHF 0.10 par value |
% |
|
As at 30.06.2021 No. of shares at CHF 0.10 par value |
% |
|
Pool Shareholders 1) |
|
1,174,323 |
28.0 |
|
1,187,875 |
28.3 |
|
Group’s treasury shares |
|
21,624 |
0.5 |
|
31,259 |
0.7 |
|
Public shareholders |
|
|
|
|
|
|
|
Other public shareholders |
|
2,976,773 |
70.9 |
|
2,954,108 |
70.3 |
|
Total public shareholders |
|
2,976,773 |
70.9 |
|
2,954,108 |
70.3 |
|
BoD and EC members 2) |
|
|
|
|
|
|
|
BoD members |
|
458,795 |
10.9 |
|
555,465 |
13.3 |
|
EC members |
|
9,699 |
0.2 |
|
12,088 |
0.3 |
|
Total BoD and EC members |
|
468,494 |
11.1 |
|
567,553 |
13.6 |
|
Less double-counting in respect of Pool Shareholders 3) |
|
–441,188 |
–10.5 |
|
–540,769 |
–12.9 |
|
Total shares |
|
4,200,026 |
100.0 |
|
4,200,026 |
100.0 |
1) The following persons are party to the pool agreement: Familie Mankel Industriebeteiligungs GmbH + Co. KGaA / Ennepetal, Mankel Family Office GmbH / Ennepetal, KRM Beteiligungs GmbH / Ennepetal, Christine Mankel / Ennepetal, CM Beteiligungs-GmbH / Ennepetal, CM-Familienstifung / Düsseldorf, Laetitia Brecht-Bergen / Düsseldorf, Leander Brecht-Bergen / Düsseldorf, Stephanie Brecht-Bergen / Düsseldorf, SBB Beteiligungs-GmbH / Ennepetal, as well as Martina Bössow / Meilen, Balz Dubs / Zurich, Karina Dubs / Zurich, Kevin Dubs / Zurich, Kim Dubs / Zurich, Linus Dubs / Zurich, Amy Flückiger / Herrliberg, Anja Flückiger / Herrliberg, Beat Flückiger / Herrliberg, Flo Flückiger / Herrliberg, heirs of Karin Forrer / Muri, 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 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 of 30 June 2022 and lists the names of shareholders who have reported holding a stake of 3% or more of the 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 https://www.ser-ag.com/en/resources/notifications-market-participants/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 to the Nomination and Compensation Committee of the Board of Directors (BoD) a maximum of five representatives for election to the BoD by the general meeting of shareholders (General Meeting). 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:
- 28.0% of the 52.5% in dormakaba Holding GmbH + Co. KGaA, which is 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 62.2% in dormakaba.
This Pool Shareholder Group undertakes to exercise its voting rights in concert when voting on 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.