In line with the Shape4Growth strategy to boost profitable volume growth, dormakaba is about to further optimize its organizational structure.
Until the end of the financial year 2022/23, it consisted of the three regional segments within Access Solutions (AS): Americas, Asia-Pacific, and Europe & Africa – supported by Global Functions: Marketing & Products, Operations, and Product Development – as well as the segment Key & Wall Solutions (KWS).
As of 1 July 2023, the organizational structure was simplified and now consists of dormakaba's core global commercial business Access Solutions – supported by Global Functions – Operations, and Innovation. The Original Equipment Manufacturer business (OEM) of Region Asia-Pacific was moved to Key & Wall Solutions, being renamed to Key & Wall Solutions and OEM (KWO).
The companies that lie within the Group’s scope of consolidation are listed in the Financial Statements.
|
|
|
As at 30.06.2023 No. of shares at CHF 0.10 par value |
% |
|
As at 30.06.2022 No. of shares at CHF 0.10 par value |
% |
|
Pool Shareholders 1 |
|
1,170,496 |
27.9 |
|
1,174,323 |
28.0 |
|
Group’s treasury shares |
|
13,577 |
0.3 |
|
21,624 |
0.5 |
|
Public shareholders |
|
|
|
|
|
|
|
SEO Management AG |
|
126,059 |
3.0 |
|
|
|
|
Other public shareholders |
|
2,870,417 |
68.3 |
|
2,976,773 |
70.9 |
|
Total public shareholders |
|
2,996,476 |
71.3 |
|
2,976,773 |
70.9 |
|
BoD and EC members 2 |
|
|
|
|
|
|
|
BoD members |
|
228,434 |
5.4 |
|
458,795 |
10.9 |
|
EC members |
|
11,938 |
0.3 |
|
9,699 |
0.2 |
|
Total BoD and EC members |
|
240,372 |
5.7 |
|
468,494 |
11.1 |
|
Less double-counting in respect of Pool Shareholders 3 |
|
–220,895 |
–5.2 |
|
–441,188 |
–10.5 |
|
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, updated 7 December 2021: 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 / Bern , Clive Kuenzle / Zurich, Michael Kuenzle / Meilen, Alexandra Sallai / Worb, Christoph Sallai / Bern, Andrea Ullmann / Zollikon, Basil Ullmann / Zollikon, Lynn 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.
The above table sets out the shareholder structure of dormakaba Holding AG on the balance sheet date of 30 June 2023 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 Exchange Regulation’s website here.
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:
These shareholdings represent an economic interest of 62.1% 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.
dormakaba has not entered into any capital or voting cross-shareholdings with other companies.