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Corporate Governance

GF share and shareholders

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Capital and share information

Fully paid-in share capital amounts to CHF 4’100’898 and is divided into 82’017’960 registered shares each with a par value of CHF 0.05. Each registered share has one vote at the Annual Shareholders’ Meeting. The authorized capital and the conditional capital amount to a maximum of 8’000’000 shares in total. This would allow the share capital to be increased by a maximum of 9.75%. 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 19 April 2024, the maximum authorized share capital will be CHF 400’000 divided into no more than 8’000’000 registered shares, each with a par value of CHF 0.05. Moreover, the share capital may be increased via the conditional capital by a maximum of CHF 400’000 through the issue of no more than 8’000’000 fully paid-in registered shares, each with a par value of CHF 0.05, 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 GF Corporate Companies. As of 31 December 2022, 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.

There are no participation or profit-sharing certificates.

Restrictions on transferability

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 similar, or who have come to an agreement for the purpose of circumventing this rule, shall be deemed as one person.

Nominee registrations

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 amendment of restrictions

The 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.

Convertible bonds and options

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

Share split

The Annual Shareholders' Meeting on 20 April 2022 approved the proposed share split in the ratio of 1:20, resulting in 82’017’960 registered shares at a par value of CHF 0.05 each. The split shares traded for the first time on the SIX Swiss Exchange on 28 April 2022 with the new ticker symbol "GF", new ISIN (CH1169151003) and new security number (116 915 100). In the interest of comparability, all per share figures have been adjusted accordingly.

Share information

As of 31 December

2022

2021

2020

2019

2018

 

 

 

 

 

 

Share capital

 

 

 

 

 

Number of registered shares 1

82’017’960

82’017’960

82’017’960

82’017’960

82’017’960

Thereof entitled to dividend 1

82’017’960

82’017’960

82’017’960

82’017’960

82’017’960

 

 

 

 

 

 

Number of registered shareholders

20’987

18’907

18’518

19’767

15’521

 

 

 

 

 

 

Share prices in CHF

 

 

 

 

 

Highest (intraday) 1

74.50

77.45

57.50

52.95

71.00

Lowest (intraday) 1

45.86

53.55

25.90

36.68

36.50

Closing 1

56.60

69.25

57.00

49.15

39.33

 

 

 

 

 

 

Earnings per share in CHF 1

3.37

2.62

1.41

2.12

3.43

 

 

 

 

 

 

Price-earnings ratio

17

26

41

23

11

 

 

 

 

 

 

Market capitalization

 

 

 

 

 

CHF million

4’642

5’680

4’675

4’031

3’225

As % of sales

116

153

147

108

71

As % of equity attributable to shareholders of Georg Fischer Ltd

290

386

346

289

233

 

 

 

 

 

 

Cash flow from operating activities per share in CHF 1

3.98

3.52

4.18

3.89

4.85

 

 

 

 

 

 

Equity attributable to shareholders of Georg Fischer Ltd per share in CHF 1

19.56

17.98

16.53

17.05

16.87

 

 

 

 

 

 

Proposed/paid dividend in CHF million

107

82

62

103

103

 

 

 

 

 

 

Proposed/paid dividend per share in CHF 1

1.30

1.00

0.75

1.25

1.25

 

 

 

 

 

 

Pay-out ratio in %

39

38

53

60

36

1 In April 2022, a 1:20 share split was conducted, see paragraph "Share split". Previous years figures have been adjusted accordingly

Ticker symbols

Share price 2018–2022

Market capitalization and earnings per share

As of 31 December 2022, the market capitalization stood at CHF 4’642 million (previous year: CHF 5’680 million) and earnings per share at CHF 3.37 (previous year adjusted for share split: CHF 2.62).

Proposed dividend payment

At the Annual Shareholders’ Meeting for the year under review, the Board of Directors will propose the payment out of retained earnings of a dividend in the amount of CHF 1.30 per share (previous year adjusted for share split: CHF 1.00).

Shareholders

Significant shareholders and shareholder groups

As of 31 December 2022, one shareholder had shareholdings above 5%. Impax Asset Management Limited, London (Great Britain), had shareholdings of 5.01%, according to the last disclosure notification published on 4 March 2020. Four shareholders had shareholdings of between 3% and 5%. The BlackRock Group, held directly or indirectly by BlackRock Inc., New York (USA), had shareholdings of 4.88%, according to the last disclosure notification published on 22 April 2022. Swisscanto Fondsleitung AG, Zurich (Switzerland), had shareholdings of 3.0357%, according to the last disclosure notification published on 25 June 2022. Credit Suisse Funds AG, Zurich (Switzerland), had shareholdings of 3.02%, according to the last disclosure notification published on 17 March 2022. Furthermore, UBS Fund Management (Switzerland) AG, Zurich (Switzerland), had shareholdings of 3.01%, according to the last disclosure notification published on 23 September 2021.

In the year under review, six disclosure notifications were published, with four of the filings relating to BlackRock Inc., New York (USA), and one each to Credit Suisse Funds AG, Zurich (Switzerland) and Swisscanto Fondsleitungs 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:

Cross-shareholdings

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

Shareholdings of members of the Board of Directors, the Executive Committee, and the Senior Management

A total of 828’673 Georg Fischer Ltd shares were held by members of the Board of Directors, the Executive Committee, and the Senior Management as of 31 December 2022 (previous year adjusted for share split: 769’940):

 

Number of Georg Fischer shares as of 31 Dec. 2022

Number of Georg Fischer shares as of 31 Dec. 2021 1

 

 

 

Members of the Board of Directors 2

338’344

313’060

Members of the Executive Committee 2

54’340

43’480

Members of the Senior Management

435’989

413’400

Total

828’673

769’940

 

 

 

In % of issued shares

1.01%

0.94%

1 In April 2022, a 1:20 share split was conducted, see paragraph "Share split". Previous year figures have been adjusted accordingly

2 Shareholdings of the individual members of the Board of Directors and Executive Committee are disclosed in note 4.5 of the financial statement of Georg Fischer Ltd

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

Number of registered shareholders as of 31 December 2022

Number of shares

Number of registered shareholders

Shares in %

 

 

 

1-100

4’316

0.3%

101-1’000

12’542

6.4%

1’001-10’000

3’732

12.4%

10’001-100’000

362

8.8%

100’001-1’000’000

29

9.7%

> 1’000’000

6

18.0%

Total registered shareholders/shares

20’987

55.6%

Unregistered shares

 

44.4%

Total

 

100.0%

Registered shareholders per type as of 31 December 2022

 

Shareholders in %

Shares in %

 

 

 

Individual shareholders

94.0%

40.4%

Legal entities

6.0%

59.6%

Total

100.0%

100.0%

Registered shareholders per country as of 31 December 2022

 

Shareholders in %

Shares in %

 

 

 

Germany

7.0%

3.5%

Great Britain

0.4%

12.0%

Switzerland

89.1%

76.5%

USA

0.3%

3.4%

Other countries

3.2%

4.6%

Total

100.0%

100.0%

Shareholders’ rights

As of 31 December 2022, Georg Fischer Ltd had 20’945 shareholders with voting rights (previous year: 18’861), most of whom reside in Switzerland. The number of registered shareholders who hold the shares as fiduciary is 42. To maintain this broad base, the Articles of Association of Georg Fischer Ltd provide for the statutory restrictions summarized hereinafter.

Restriction on voting rights

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 Shareholders’ Meeting, passed by a two-thirds majority of the shares represented and an absolute majority of the par value of the shares represented.

Proxy voting

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 the independent proxy electronically. Partnerships may be represented by a partner or authorized signatory, legal entities by a person authorized by law or the Articles of Association, 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.

Statutory quorum

For specific legal and statutory reasons (§ 12.2 of the Articles of Association of Georg Fischer Ltd), the following resolutions of the 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:

Convocation of the Annual Shareholders’ Meeting

No regulations exist which deviate from those stipulated by law.

Agenda

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.

Entry in the share register

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.

Change of control

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 has been 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 fall due.

https://annual-report.georgfischer.com/22/en/wp-json/public/posts/