Annual Report 2019

CORPORATE GOVERNANCE Report

The following information is provided in accordance with the Directive on Information relating to Corporate Governance published by the Swiss Stock Exchange as valid on December 31, 2019, insofar as it is applicable to Conzzeta AG. Conzzeta AG also acts in accordance with the principles set forth in the Swiss Code of Best Practice for Corporate Governance of economiesuisse and implements these in a manner commensurate with its size and structure. It acts under all circumstances according to statutory and regulatory requirements and requires its staff to comply with the law.

Much of the following information has been taken from the Articles of Association and Organizational Regulations of Conzzeta AG. These two documents may be consulted on the website of Conzzeta AG.

1 Group Structure and Shareholders

1.1 Group Structure

The Conzzeta Group was made up on December 31, 2019, of the four business units Bystronic, FoamPartner, Schmid Rhyner and Mammut Sports Group. The business unit Bystronic glass was sold effective April 1, 2019, and the business unit Schmid Rhyner was sold effective February 28, 2020 (regarding the latter, see also Section 10 “Significant Changes since the Balance Sheet Date”). At the Group level, the Group staff supports the activities of the holding company Conzzeta AG and the operating units. Conzzeta AG, which is based in Zurich, holds direct or indirect equity interests in the companies listed in Section 4.2. of the Financial Report. Conzzeta AG is the only listed company. The Conzzeta Class A registered share (securities code number 24401750 and ISIN CH0244017502) is listed on the Swiss Stock Exchange. The stock market capitalization (Class A registered shares) on December 31, 2019, amounted to CHF 2,112,012,000, while the total capitalization (Class A registered shares and Class B registered shares) amounted to CHF 2,392,920,000.

Organization chart as at December 31, 2019

graphic
*Until February 28, 2020.

1.2 Significant Shareholders

According to the disclosure reports made to the company pursuant to Articles 120 f. of the Financial Market Infrastructure Act (FMIA) on the balance sheet date, the shareholder group Auer, Schmidheiny and Spoerry held more than 3% of the voting rights in Conzzeta AG. The members of the shareholder group Auer, Schmidheiny and Spoerry are listed in the Financial Report under Notes to the Financial Statements of Conzzeta AG. During the reporting year, no disclosure reports were made. Previous disclosure reports may be consulted on the website of the Swiss Stock Exchange (https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html). On December 31, 2019, the share of voting rights of the shareholder group Auer, Schmidheiny and Spoerry in Conzzeta AG amounted to 51.138%. Out of this figure, 0.138% relate to treasury shares held by Conzzeta AG.

1.3 Cross-Shareholdings

Conzzeta AG does not have any cross-shareholdings with other companies accounting for more than 5% of the voting rights or capital.

2. Capital Structure Corporate Governance
Report of the Human Ressources Committee
Report of the Audit Committee

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