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 30.06.2024 |
|
Financial year ended 30.06.2023 |
dormakaba International Holding AG, Rümlang/CH |
|
CHF |
|
1.50% |
|
169.4 |
|
171.2 |
Total loans to Group companies |
|
|
|
|
|
169.4 |
|
171.2 |
These provisions relate to general risks.
As at 30 June 2024, 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 2024 amounted to CHF 42,438.40.
The Company has a capital range ranging from CHF 378,002.60 (lower limit) to CHF 462,002.60 (upper limit). The Board of Directors is authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until 5 October 2028, or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 420,000 fully paid registered shares with a nominal value of CHF 0.10 each or by cancelling up to 420,000 registered shares with a nominal value of CHF 0.10 each, as applicable, or by increasing or reducing the nominal value of the existing registered shares within the limits of the capital range or by simultaneous reduction and reincrease of the share capital.
|
|
As at 30.06.2024 or last reported No. of shares at CHF 0.10 par value |
% |
|
As at 30.06.2023 No. of shares at CHF 0.10 par value |
% |
Pool Shareholders 1 |
|
1,170,605 |
27.9 |
|
1,170,496 |
27.9 |
Group’s treasury shares |
|
9,027 |
0.2 |
|
13,577 |
0.3 |
Public shareholders |
|
|
|
|
|
|
SEO Management AG |
|
339,109 |
8.1 |
|
126,059 |
3.0 |
UBS Fund Management (Switzerland) AG |
|
171,679 |
4.1 |
|
- |
- |
Other public shareholders |
|
2,496,743 |
59.5 |
|
2,870,417 |
68.3 |
Total public shareholders |
|
3,007,531 |
71.7 |
|
2,996,476 |
71.3 |
BoD and EC members 2 |
|
|
|
|
|
|
BoD members |
|
228,773 |
5.5 |
|
228,434 |
5.4 |
EC members |
|
5,094 |
0.1 |
|
11,938 |
0.3 |
Total BoD and EC members |
|
233,867 |
5.6 |
|
240,372 |
5.7 |
Less double-counting in respect of Pool Shareholders 3 |
|
–221,004 |
–5.4 |
|
–220,895 |
–5.2 |
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-Familienstiftung / 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, heirs of 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.
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|
Financial year ended 30.06.2024 |
|
Financial year ended 30.06.2023 |
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|
|
CHF million |
|
Number of shares |
|
CHF million |
|
Number of shares |
Treasury shares at the beginning of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Purchase |
|
1.2 |
|
2,635 |
|
1.4 |
|
3,785 |
Share-based compensation |
|
–1.2 |
|
–2,635 |
|
–1.3 |
|
–3,785 |
Revaluation |
|
0.0 |
|
– |
|
–0.1 |
|
– |
Treasury shares at the end of the period |
|
0.0 |
|
– |
|
0.0 |
|
– |
Treasury shares held in other Group entities |
|
5.7 |
|
9,027 |
|
9.1 |
|
13,577 |
The dividend income for the year is CHF 40.1 million (2022/23: CHF 50.3 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 2024, dormakaba Holding AG did not employ any personnel.
CHF million |
|
Financial year ended 30.06.2024 |
|
Financial year ended 30.06.2023 |
Guarantees |
|
656.3 |
|
656.3 |
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 595.0 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 30.06.2024 |
|
Financial year ended 30.06.2023 |
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|
|
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 |
Conditional capital of CHF 36,000 (2022/23: CHF 36,000) is earmarked for the coverage of convertible bonds and warrant bonds, plus CHF 6,438.40 (2022/23: CHF 6,438.40) for shares or share options to associates and BoD members of which CHF 0 (2022/23: CHF 0) were exercised in the 2023/24 financial year.
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 30.06.2024 |
|
Financial year ended 30.06.2023 |
BoD |
|
|
|
|
Brandtzaeg Svein Richard |
|
844 |
|
168 |
Aebischer Thomas |
|
669 |
|
430 |
Birgersson Jens |
|
2,792 |
|
2,491 |
Brecht-Bergen Stephanie |
|
221,097 |
|
220,895 |
Daeniker Daniel 1 |
|
- |
|
2,379 |
Gummert Hans |
|
1,552 |
|
1,350 |
Liu John Y. |
|
695 |
|
493 |
Lochiatto Kenneth |
|
606 |
|
114 |
Poeschel Ines 2 |
|
202 |
|
- |
Regelski Michael |
|
316 |
|
114 |
Total BoD |
|
228,773 |
|
228,434 |
EC |
|
|
|
|
Bewick Stephen |
|
501 |
|
449 |
Guardiola Magín |
|
1,282 |
|
1,258 |
Häberli Andreas 3 |
|
- |
|
2,696 |
Housten Alex 4 |
|
- |
|
922 |
Johansson Christina |
|
470 |
|
- |
Lee Jim-Heng 5 |
|
- |
|
3,896 |
Reuter Till 6 |
|
46 |
|
- |
Zocca Stefano |
|
2,795 |
|
2,717 |
Total EC |
|
5,094 |
|
11,938 |
1 BoD Member until 5 October 2023
2 BoD Member as of 5 October 2023
3 EC Member until 30 June 2023
4 EC Member until 16 February 2024
5 CEO until 31 December 2023
6 Board Member from 5 October until 31 December 2023, CEO as of 1 January 2024
There were no events between 30 June 2023 and 29 August 2024 which would necessitate adjustments to the book value of the dormakaba Holding AGʼs assets or liabilities, or which require additional disclosure in the financial statements.