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Financial Statements Arbonia AG

Notes to the Financial Statements

1. Accounting policies

1.1. General information

These financial statements 2023 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.

1.2. Other 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.

1.3. Financial assets

Financial assets consist of 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).

1.4. Treasury 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.

1.5. Share 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.

1.6. Interest 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).

2. Information and notes to the financial statements

2.1. Investments

Company

31/ 12/ 2023

31/ 12/ 2022

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.

2.2. Current interest bearing liabilities

in 1 000 CHF

31/ 12/ 2023

31/ 12/ 2022

Bank loans – syndicated loan

133 926

54 434

Bank loans

9 897

Promissory note loan

65 845

Loans to shareholdings

240 417

205 203

Total

374 343

335 378

On 3 November 2020, Arbonia had 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. The first extension option was exercised in 2021 and the second in 2022, so that the term now runs until 2027.

2.3. Non-current interest bearing liabilities

in 1 000 CHF

31/ 12/ 2023

31/ 12/ 2022

Promissory note loan

76 427

76 427

Total

76 427

76 427

Maturity structure

in 1 000 CHF

31/ 12/ 2023

31/ 12/ 2022

Within 5 years

76 427

64 669

Over 5 years

11 758

Total

76 427

76 427

2.4. Share capital

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

2.5. Capital 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 2022) as capital contribution within the meaning of article 5 para. 1bis VStG.

2.6. Treasury shares

2023

2022

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

14

1 111 022

15 702

16

350 373

5 700

Purchase

11

248 073

2 722

14

924 733

12 698

Transfer for share based payments

11

– 88 153

– 940

19

– 164 084

– 3 037

Sale

11

– 1 148 801

– 12 246

Gain (+) / loss (–)

– 3 847

340

Balance at 31/ 12

11

122 141

1 391

14

1 111 022

15 702

2.7. Financial income

Financial income totals CHF 34.6 million (2022: CHF 12.2 million) and consists mainly of interest income on loans to shareholdings and foreign currency exchange gains.

2.8. Financial expenses

Financial expenses totals CHF 12.4 million (2022: CHF 10.2 million) and consists mainly of bank interest and foreign currency exchange losses.

2.9. Other operating expenses

in 1 000 CHF

2023

2022

Administrative costs

3 552

4 251

Consultancy and audit fees

217

224

Other operating expenses

9

56

Total

3 777

4 531

3. Other disclosures

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

The following guarantees were issued for the companies listed below:

31/ 12/ 2023

31/ 12/ 2022

UBS AG

in favour of Kermi GmbH

in 1 000 CHF

250

in favour of Joro Türen GmbH

in 1 000 CHF

163

163

UniCredit Bank

in favor of Termovent Komerc

in 1 000 EUR

14 534

in favour of Kermi GmbH

in 1 000 EUR

385

683

in favour of Kermi sp. z o.o.

in 1 000 EUR

135

112

in favour of TPO Holz-Systeme GmbH

in 1 000 EUR

125

100

in favour of Arbonia Doors GmbH

in 1 000 EUR

24

in favour of Arbonia AG

in 1 000 EUR

2

9 279

3.2. Contingent liabilities

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

3.3. Major shareholders

31/ 12/ 2023

31/ 12/ 2022

Voting and capital interest

Voting and capital interest

Artemis Beteiligungen I AG

22.56%

22.10%

3.4. Headcount in full-time equivalents

Arbonia AG does not employ any staff.

3.5. Disclosure of participation rights

The Board of Directors, Group Management and employees were granted the following participation rights:

31/ 12/ 2023

31/ 12/ 2022

Number of registered shares

Amount in 1 000 CHF

Number of registered shares

Amount in 1 000 CHF

Allocated to the Board of Directors and Group Management

69 946

746

116 500

2 235

Allocated to employees

18 207

194

47 584

801

Total

88 153

940

164 084

3 037