FY 2012 Annual Report - Orascom Development

F-93 Orascom Development 2012 Annual Report F-94
15 SIGNIFICANT SHAREHOLDERS
Name of holder
Number of
shares
31 December 2012 31 December 2011
%-ownership of
total equity capital
and
voting rights
Number of
shares
%-ownership of
total equity capital
and
voting rights
Samih Sawiris (i) 17,907,121 62.74% 17,634,321 61.78%
Janus Capital Management LLC 1,542,643 5.40% 1,533,538 5.37%
Others 9,093,383 31.86% 9,375,288 32.85%
TOTAL 28,543,147 100.00% 28,543,147 100.00%
(i)
The shares of Samih Sawiris are held directly and through his entities Thursday Holding (Ex-TNT Holding) and SOS Holding.
16 REMUNERATION OF THE BOARD OF DIRECTORS AND EXECUTIVE
MANAGEMENT
Proposed appropriation of reserves
As accumulated losses exceed more than half of the share capital and legal reserves, the Board of Directors proposes to the
General Assembly the reallocation of CHF 250,000,000 Additional paid-in capital (agio) to Other reserve in order to meet its
obligations in relation to article 725 paragraph 1 CO:
Capital Contribution Reserve (in CHF)
Before
Reallocation
Reallocation
After
Reallocation
Additional paid-in capital (agio) 2,507,026,456 (250,000,000) 2,257,026,456
Reserve for own shares 178,708 - 178,708
Other reserve 492,767,017 250,000,000 742,767,017
Total capital contribution reserve 2,999,972,181 - 2,999,972,181
A detailed overview of the remuneration of the Board of Directors and Executive Management is provided in the consolidated
financial statements.
17 JOINT LIABILITY IN FAVOUR OF THIRD PARTY
The company together with certain Swiss subsidiaries act as a group against confederate value-added tax authorities. This leads to
a joint liability from group taxation for value added tax purposes.
18 CONTINGENT LIABILITIES
On 6 September 2012, Bellevue Hotels and Apartments Development AG (BHAD) and Acuro Immobilien AG entered into a real
estate purchase agreement (the Purchase Agreement) and Orascom Development Holding AG as the major shareholder of BHAD
guarantees for this agreement in case that BHAD should not be able to fulfil its duties against Acuro. The guaranty is limited to
CHF 100 million. This agreement is in the sense of article 111 of the Swiss Code of Obligations and not as a surety pursuant to
article 492 et seqq of the Swiss Code of Obligations.
19 SUBSEQUENT EVENTS
Partial sale of Swiss operations
On 26 March 2013, the Board of Directors of ODH and Mr. Samih Sawiris agreed to improve the capitalization of its Swiss
subsidiary Andermatt Swiss Alps (ASA). As a result of the transaction, Mr. Samih Sawiris becomes new majority shareholder with a
51% share by converting his loans to the Group into ASA equity, and will act as new Executive Chairman of ASA. ODH remains
shareholder with a 49% share.
Furthermore, Mr. Samih Sawiris will invest at least CHF 150 million of new equity or subordinated loans into ASA in order to secure
funding of the resort Andermatt until 2017. ASA will be deconsolidated in the first half of 2013. As a consequence of the
transaction existing loans between the Group and Mr. Samih Sawiris will be fully offset and the indebtedness of the Group will be
reduced. The transaction will improve the debt-to-equity ratio of the Group and lower interest expenses.
20 RECLASSIFICATIONS
Certain reclassifications in the prior year balance sheet and the cash flow statement have been made in order to be in line with the
2012 presentation.
F-93