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Financial Statements Arbonia AG

Notes to the Financial Statements

1Accounting policies

1Accounting policies

1.1General information

1.1General information

These financial statements 2020 were prepared under the provisions of the Swiss accounting law (32nd title of the Swiss Code of Obligations).

Since Arbonia AG prepares consolidated financial statements in accordance with a recognised financial reporting standard (International Financial Reporting Standards), the company is not disclosing in accordance with the statutory provisions the audit fees and is not presenting a cash flow statement and a management report.

1.2Other current receivables

1.2Other current receivables

Other current receivables from shareholdings are short term loans, which are accounted for at nominal value and for which if necessary, individual specific valuation allowances have been booked.

1.3Financial assets

1.3Financial assets

Financial assets consist of short-term loans to third parties and long-term loans to shareholdings and are valued at cost reduced by required impairments. Loans denominated in foreign currencies are converted at the current closing rate. Unrealised exchange losses are recorded immediately whereas unrealised exchange gains are not recorded (imparity principle).

1.4Treasury shares

1.4Treasury shares

Treasury shares are recognised at acquisition date at cost as a negative item in equity. In a subsequent sale or delivery in the context of the share based payments, profit or loss arising from the sale of treasury shares is recognised directly in equity under voluntary reserves.

1.5Share based payments

1.5Share based payments

A share based payment plan exists for members of the Board of Directors. Under this plan, members receive a minimum of 50% of their compensation in shares. The determination of the number of shares is based on the volume weighted average share price of 20 trading days, less a 20% discount for the restriction period. These shares granted have a restriction period of four years. The fair value of the equity compensation instruments is determined at the grant date and recorded to the income statement as personnel expenses with a corresponding offsetting entry to equity.

1.6Interest bearing liabilities

1.6Interest bearing liabilities

Interest bearing liabilities are accounted for at nominal value. Long-term loans denominated in foreign currencies are converted at the current closing rate. Unrealised exchange losses are recorded immediately whereas unrealised exchange gains are not recorded (imparity principle).

2Information and notes to the financial statements

2Information and notes to the financial statements

2.1Investments

2.1Investments

Company

31/12/2020

31/12/2019

Share capital in 1 000 CHF

Capital and voting interest in %

Share capital in 1 000 CHF

Capital and voting interest in %

Arbonia Schweiz AG, Arbon

1 000

100.00%

1 000

100.00%

AFG International AG, Arbon

1 000

100.00%

1 000

100.00%

Arbonia Management AG, Arbon

250

100.00%

250

100.00%

Arbonia Services AG, Arbon

250

100.00%

250

100.00%

All subsidiaries directly or indirectly held by Arbonia AG are disclosed in note 60 in the notes to the consolidated financial statements of Arbonia Group.

2.2Current interest bearing liabilities

2.2Current interest bearing liabilities

in 1 000 CHF

31/12/2020

31/12/2019

Bank loans – syndicated loan

30 000

Loans to shareholdings

179 534

157 115

Total

179 534

187 115

On 3 November 2020, Arbonia entered into a syndicated loan for CHF 250 million. This loan, arranged with a consortium of domestic and foreign banks, has a term of five years, with the option to extend the agreement twice for one year each. With the taking out of this new syndicated loan, the syndicated loan concluded on 14 September 2016 for CHF 350 million with a term until 14 September 2021 was replaced prematurely.

2.3Non-current interest bearing liabilities

2.3Non-current interest bearing liabilities

in 1 000 CHF

31/12/2020

31/12/2019

Promissory note loan

142 272

146 975

Total

142 272

146 975

On 20 April 2018, Arbonia had taken up a promissory note loan in the amount of EUR 125 million with maturities of five, seven and ten years. In November 2020, Arbonia repaid EUR 4 million of the five-year tranche prematurely.

Maturity structure

in 1 000 CHF

31/12/2020

31/12/2019

Within 5 years

130 514

70 548

Over 5 years

11 758

76 427

Total

142 272

146 975

2.4Share capital

2.4Share capital

Refer to note 48 in the notes to the consolidated financial statements of Arbonia Group.

2.5Capital contribution reserve

2.5Capital contribution reserve

The capital contribution reserve includes the premium from the capital increases in 2007, 2009, 2015, 2016 and 2017 reduced by previous distributions.

The distribution from capital contribution reserve is fiscally treated like a redemption of share capital. The Swiss Federal Tax Administration (FTA) has confirmed the disclosed capital contribution reserve (balance as of 31 December 2019) as capital contribution within the meaning of article 5 para. 1bis VStG.

2.6Treasury shares

2.6Treasury shares

2020

2019

Ø market value in CHF

Number of shares

Amount in 1 000 CHF

Ø market value in CHF

Number of shares

Amount in 1 000 CHF

Balance at 01/01

17

532 380

9 102

17

854 054

14 601

Purchase

9

105 300

983

Transfer for share based payments

9

– 355 294

– 3 137

11

– 321 674

– 3 629

Gain (+) / loss (–)

– 2 938

– 1 870

Balance at 31/12

14

282 386

4 009

17

532 380

9 102

2.7Financial income

2.7Financial income

Financial income totals CHF 13.3 million (2019: CHF 12.7 million) and consists mainly of interest income on loans to shareholdings and foreign currency exchange gains.

2.8Financial expenses

2.8Financial expenses

Financial expenses totals CHF 14.1 million (2019: CHF 13.1 million) and consists mainly of bank interest and foreign currency exchange losses.

2.9Other operating expenses

2.9Other operating expenses

in 1 000 CHF

2020

2019

Administrative costs

5 046

4 584

Consultancy and audit fees

239

184

Other operating expenses

142

35

Total

5 427

4 803

3Other disclosures

3Other disclosures

3.1Guarantees, warranty obligations and collateral in favour of third parties

3.1Guarantees, warranty obligations and collateral in favour of third parties

The following guarantees were issued for the companies listed below:

31/12/2020

31/12/2019

UBS AG

in favour of AFG Immobilien AG

in 1 000 CHF

3 455

3 455

in favour of RWD Schlatter AG

in 1 000 CHF

465

in favour of EgoKiefer AG

in 1 000 CHF

340

in favour of Prolux Solutions AG

in 1 000 CHF

26

25

St. Galler Kantonalbank

in favour of EgoKiefer AG

in 1 000 CHF

340

Credit Suisse

in favour of EgoKiefer AG

in 1 000 CHF

87

UniCredit Bank

in favour of Kermi GmbH

in 1 000 EUR

625

659

in favour of Wertbau GmbH

in 1 000 EUR

1 869

1 755

in favour of Kermi sp. z o.o.

in 1 000 EUR

112

3.2Contingent liabilities

3.2Contingent liabilities

A joint and several liability exists towards the affiliated subsidiaries under the cash pooling agreement with UniCredit Bank AG and since 2020 with UBS Switzerland AG.

3.3Major shareholders

3.3Major shareholders

31/12/2020

31/12/2019

Voting and capital interest

Voting and capital interest

Artemis Beteiligungen I AG

22.09%

22.07%

3.4Headcount in full-time equivalents

3.4Headcount in full-time equivalents

Arbonia AG does not employ any staff.

3.5Disclosure of shareholding

3.5Disclosure of shareholding

The following members of the Board of Directors and the Group Management (including related parties) held the following number of shares of Arbonia AG:

31/12/2020

31/12/2019

Number of registered shares

Number of registered shares

Alexander von Witzleben (Chairman of the BoD and Group Management)

441 139

359 864

Peter Barandun (Member of the BoD)

56 405

36 888

Peter E. Bodmer (Member of the BoD)

31 436

21 974

Markus Oppliger (Member of the BoD)

31 943

25 184

Heinz Haller (Member of the BoD)

120 000

106 633

Michael Pieper (Member of the BoD)

15 343 312

15 335 202

Thomas Lozser (Member of the BoD)

366 074

366 074

Carsten Voigtländer (Member of the BoD)

5 069

Daniel Wüest (Group Management)

31 549

10 000

Knut Bartsch (Group Management)

69 495

54 713

Ulrich Bornkessel (Group Management)

42 581

20 659

Claudius Moor (Group Management from 01/07/2020)

8 971

Nicolas Casanovas (Group Management from 01/07/2020)

5 829

Harald Pichler (Group Management until 30/06/2020)

35 224

Peter Spirig (Group Management until 30/06/2020)

15 301

Total

16 553 803

16 387 716