GF share and shareholders

Fully paid-in share capital amounts to CHF 4’100’898 and is divided into 4’100’898 registered shares each with a par value of CHF 1. Each registered share has one vote at the Annual Shareholders’ Meeting. The authorized capital and the conditional capital amount to a maximum of 600’000 shares in total. The maximum authorized or conditional capital is reduced by the amount that authorized or conditional capital is created by the issue of bonds or similar debt instruments or new shares. 

By no later than 17 April 2020, the maximum authorized share capital will be CHF 600’000 divided into no more than 600’000 registered shares, each with a par value of CHF 1. Moreover, the share capital may be increased via the conditional capital by a maximum of CHF 600’000 by the issue of no more than 600’000 fully paid-in registered shares, each with a nominal value of CHF 1, through the exercise of conversion rights and/or warrants granted in connection with the issuance on capital markets of bonds or similar debt instruments of the company or one of its Corporate Companies. As of 31 December 2019, no such bonds or similar debt instruments were outstanding. The beneficiaries and the conditions and modalities of the issue of authorized capital are described in § 4.4a) of the Articles of Association of Georg Fischer Ltd and those of conditional capital in § 4.4b) of the Articles of Association of Georg Fischer Ltd.  

The subscription to and acquisition of the new shares, and any subsequent transfer of the shares, are subject to the statutory restrictions on transferability.

No participation or profit-sharing certificates exist.

Entry in the company’s share register as a shareholder or beneficiary with voting rights is subject to the approval of the Board of Directors. Approval of registration is subject to the following conditions: a natural person or legal entity may not accumulate, either directly or indirectly, more than 5% of the registered share capital. Persons who are bound by capital or voting rights, by consolidated management or in a similar manner, or who have come to an agreement for the purpose of circumventing this rule, shall be deemed as one person.

Persons who hold shares for third parties (referred to as “nominees”) are only entered in the share register with voting rights if the nominees declare their willingness to disclose the names, addresses, and shareholdings of those persons on whose behalf they hold the shares. The same registration limitations apply, mutatis mutandis, to nominees as to individual shareholders.

Cancellation or easing of the restrictions on the transferability of registered shares requires a resolution of the Annual Shareholders’ Meeting passed by at least two-thirds of the shares represented and an absolute majority of the par value of the shares represented.

There are no outstanding convertible bonds, and GF has issued no options.

On 31 December 2019 the market capitalization stood at CHF 4’031 million and earnings per share at CHF 42 (previous year: CHF 69).

At the Annual Shareholders’ Meeting, the Board of Directors will propose the payment out of retained earnings of a dividend in the amount of CHF 25 per registered share.

As of 31 December 2019, two shareholders had shareholdings between 3% and 5%. The BlackRock Group, held directly or indirectly by BlackRock, Inc., New York (USA), had shareholdings of 4.92% according to the last notification received on 12 December 2018. Impax Asset Management Limited, London (Great Britain), had shareholdings of 3.02% according to the last notification received on 20 November 2018.

In the year under review, 11 disclosure notifications were filed. 6 of the filings related to Norges Bank (the Central Bank of Norway), Oslo (Norway) and 5 to Credit Suisse Funds AG, Zurich (Switzerland).

Disclosure notifications pertaining to shareholdings in Georg Fischer Ltd that were filed with Georg Fischer Ltd and the SIX Swiss Exchange are published on the latter’s electronic publication platform and can be accessed via the following link: www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

There are no cross-shareholdings or shareholder pooling agreements with other companies.

A total of 44’992 Georg Fischer shares were held by Members of the Board of Directors, the Executive Committee, and the Senior Management as of 31 December 2019 (previous year: 43’504 Georg Fischer shares):

The shares of the share-based compensation program are either treasury shares or repurchased on the market.

As of 31 December 2019, Georg Fischer Ltd had 19’716 shareholders with voting rights (previous year: 15’468), most of whom reside in Switzerland. To maintain this broad base, the Articles of Association of Georg Fischer Ltd provide for the statutory restrictions summarized hereinafter.

The total number of votes exercised by one person for their own shares and shares for which they vote by proxy may not exceed 5% of the votes of the company’s total share capital. Persons bound by capital or voting rights, by consolidated management, or otherwise acting in concert for the purpose of circumventing this provision are deemed to be one person.

The restriction of voting rights under § 4.10 of the Articles of Association of Georg Fischer Ltd may be revoked only by a resolution of the Annual Shareholders’ Meeting, passed by a two-thirds majority of the shares represented and an absolute majority of the par value of the shares represented.

A shareholder may, on the basis of a written power of attorney, be represented at the Annual Shareholders’ Meeting by another shareholder entitled to vote or the independent proxy. Shareholders can also confer powers of attorney and issue instructions to independent proxies electronically. Partnerships may be represented by a partner or authorized signatory, legal entities by a person authorized by law or the Articles of Association of Georg Fischer Ltd, married persons by their spouse, wards by their legal guardians, and minors by their legal representative, regardless of whether such representatives are shareholders or not.

For specific legal and statutory reasons (§ 12.2 of the Articles of Association of Georg Fischer Ltd), the following resolutions of the Annual Shareholders’ Meeting require a majority greater than the simple majority as laid down by law for votes. At least two-thirds of the shares represented and an absolute majority of the par value of the shares represented must be in favor of:

No regulations exist which deviate from those stipulated by law.

Shareholders representing a minimum of 0.3% of the share capital may request that an item be added to the agenda. The application must be submitted in writing no later than 60 days before the Annual Shareholders’ Meeting and must specify the item to be discussed and the shareholder’s proposal.

The deadline for entering shareholders in the share register with regard to attendance at the Annual Shareholders’ Meeting is around ten days before the date of the Annual Shareholders’ Meeting. The deadline is mentioned in the invitation to the Annual Shareholders’ Meeting.

The Articles of Association of Georg Fischer Ltd do not contain any regulations governing “opting-out” or “opting-up”. Since 1 January 2014, the contractually agreed notice period for the Members of the Executive Committee is basically twelve months. Furthermore, a change of control will result in the cancellation of all existing disposal limitations for shares allocated according to the share plan. In the event of a change of control, bondholders and banks have the right to demand the immediate repayment of bonds and loans before they are due.