PDF (2.63 MB) - Geberit International AG

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to certain conditions, bonds or other financial market
instruments with conversion and/or option rights
can be excluded. On the occasion of their 5 May 2004
resolution regarding the convertible bonds, the Board
of Directors agreed to exclude a shareholder’s early
conversion right in accordance with the regulations in the
articles of incorporation.
As of 31 December 2004, the Geberit Group had no
authorized capital.
Changes of capital
Geberit AG’s changes of capital were as follows:
31.12.2004 31.12.2003 31.12.2002
MCHF MCHF MCHF
Capital stock 4.2 4.2 41.6
Reserves 612.7 582.7 492.7
Retained earnings 119.9 110.4 124.3
In the prior year, the share capital was reduced from
MCHF 41.6 to MCHF 4.16 through a CHF 9.00 repayment
of par value per share pursuant to a resolution of the
general meeting of 30 April 2003.
For further details on changes of capital reference is
made to the Geberit Group’s Consolidated Financial Statements
in this annual report 2004 (consolidated statements
of shareholders’ equity, Note 19 [shareholders’
equity]), to the information in the Financial Statements
of Geberit AG (pages 86–90) as well as to the 2002
figures in the 2003 annual report.
Corporate Governance
Shares, participation and profit sharing certificates
The share capital of Geberit AG is fully paid-in and
amounts to MCHF 4.16. It is divided into 4.16 million
registered shares with a par value of CHF 1.00 each.
Each share carries one vote in the general meeting.
No participation and profit sharing certificates of the
Geberit Group are outstanding.
Limitations on transferability and nominee
registrations
The Geberit Group has not imposed any limitations on
the transferability of its shares.
Upon request and presentation of evidence of the
transfer, acquirers of shares are registered as shareholders
with voting rights in the share register, if they
explicitly declare to hold the shares in their own name
and for their own account. The articles of incorporation
provide for the registration of a maximum of 3% of
the shares held by nominees, which may be permitted by
the Board of Directors. The Board of Directors may
register nominees as a shareholder with voting rights in
excess of such registration limitation provided the
nominees disclose detailed information and shareholdings
of the persons for which they hold 0.5% or more
of the share capital.