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 recorded 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 30.06.2022 |
|
Financial year ended 30.06.2021 |
dormakaba International Holding AG, Rümlang/CH |
|
CHF |
|
1.00% |
|
170.1 |
|
171.7 |
Total loans to Group companies |
|
|
|
|
|
170.1 |
|
171.7 |
These provisions relate to general risks.
As at 30 June 2022, 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 2022 amounted to CHF 42,438.40.
In accordance with the resolution of the Annual General Meeting (AGM) of 12 October 2021, the Board of Directors (BoD) is authorized to increase the share capital by no later than 12 October 2023 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 authorized capital in the 2021/22 financial year.
|
|
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.
|
|
Financial year ended 30.06.2022 |
|
Financial year ended 30.06.2021 |
||||
|
|
CHF million |
|
Number of shares |
|
CHF million |
|
Number of shares |
Treasury shares at the beginning of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Purchase |
|
1.1 |
|
2,087 |
|
1.0 |
|
1,746 |
Share-based compensation |
|
–1.1 |
|
–2,087 |
|
–0.9 |
|
–1,746 |
Revaluation |
|
0.0 |
|
– |
|
–0.1 |
|
– |
Treasury shares at the end of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Treasury shares held in other Group entities |
|
16.0 |
|
21,624 |
|
23.0 |
|
31,259 |
The dividend income for the year is CHF 52.6 million (2020/21: CHF 46.0 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 2022, dormakaba Holding AG did not employ any personnel.
CHF million |
|
Financial year ended 30.06.2022 |
|
Financial year ended 30.06.2021 |
Guarantees |
|
329.6 |
|
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 320.0 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 30.06.2022 |
|
Financial year ended 30.06.2021 |
||||
|
|
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 (2020/21: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2020/21: CHF 6,438.40) for shares or share options to associates and BoD members of which CHF 0 (2020/21: CHF 0) were exercised in the 2021/22 financial year.
The authorized capital at financial year-end amounts to CHF 42,000 (2020/21: 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 30.06.2022 |
|
Financial year ended 30.06.2021 |
BoD |
|
|
|
|
Aebischer Thomas 1) |
|
100 |
|
|
Birgersson Jens |
|
2,085 |
|
1,919 |
Brecht-Bergen Stephanie |
|
220,489 |
|
220,323 |
Cadonau Riet |
|
8,630 |
|
7,015 |
Daeniker Daniel |
|
2,020 |
|
1,854 |
Dubs Karina 2) |
|
|
|
99,913 |
Gummert Hans |
|
1,095 |
|
929 |
Heppner John |
|
1,283 |
|
1,117 |
Hess Hans |
|
2,156 |
|
1,790 |
Liu John Y. |
|
238 |
|
72 |
Mankel Christine |
|
220,699 |
|
220,533 |
Total BoD |
|
458,795 |
|
555,465 |
EC |
|
|
|
|
Berninger Alwin |
|
371 |
|
339 |
Bewick Stephen |
|
335 |
|
312 |
Brinker Bernd 3) |
|
|
|
1,964 |
Häberli Andreas |
|
2,636 |
|
2,530 |
Housten Alex |
|
747 |
|
617 |
Jones Andy 4) |
|
233 |
|
|
Kelterborn Kaspar 5) |
|
48 |
|
|
Lee Jim-Heng 6) |
|
2,865 |
|
2,725 |
Mörtl Mathias 7) |
|
- |
|
|
Soussan Sabrina 8) |
|
|
|
1,233 |
Zocca Stefano |
|
2,464 |
|
2,368 |
Total EC |
|
9,699 |
|
12,088 |
1) BoD Member as of 12 October 2021
2) BoD Member until 12 October 2021
3) EC Member until 31 March 2022
4) EC Member as of 12 January 2022
5) EC Member as of 1 April 2022
6) CEO as of 1 January 2022
7) EC Member as of 1 December 2021
8) CEO until 31 December 2021
On 1 August 2022, dormakaba acquired Alldoorco based in Nijkerk (Netherlands). Alldoorco is a well-known company specializing in the maintenance, repair, and new installation of industrial door systems. With its high level of technical expertise in door solution services, the company is an ideal complement to dormakaba’s existing offering in the Dutch market.
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