Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

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54 Letter Information for Investors Operational Review Sustainability Compliance Corporate Governance Non-listed Group companies OC Oerlikon Corporation AG, Pfäffikon, as parent company of the Group, owns all of the Group companies either directly or indirectly, mostly with a 100 % interest. The significant local companies included in the scope of consolidation are shown on pages 145 et seq. in their legal ownership structure, and on page 132 et seq. they are listed by country together with each company’s share capital, percentage of shares owned and number of employees. Significant shareholders Shareholdings 1 No. of shares in percent 2 Renova Group 3 (composed of Liwet Holding AG, Zurich, Switzerland, Renova Industries Ltd., Nassau, Bahamas, and Lamesa Holding S.A., Panama, Republic of Panama 4 ) 155 035 964 4 47.98 4 1 Source: Disclosure notifications pursuant to Article 20 of the Swiss Stock Exchange Law. 2 Basis: Shares issued (323 124 010). 3 Beneficial owner (as per disclosure notification): Viktor F. Vekselberg, Zug and Moscow. 4 Source: Disclosure notification by Renova Group pursuant to Article 20 of the Swiss Stock Exchange Law, published by SIX Exchange Regulation on November 4, 2011. The disclosure notifications pursuant to Art. 20 of the Swiss Stock Exchange Law, which were submitted during the year under review, are published on the electronic publication platform of SIX Swiss Exchange Ltd, Disclosure Office (www.six- exchange-regulation.com/ obligations/disclosure/major_shareholders_en.html). Cross-shareholdings There are no cross-shareholdings.
Remuneration Report Risk Management Financial Report Global Markets R & D Global Presence Capital structure Capital The share capital of OC Oerlikon Corporation AG, Pfäffikon amounts to CHF 323 124 010, composed of 323 124 010 registered shares, each with a par value of CHF 1. The company also has conditional capital in the amount of CHF 40 million for convertible and warrant bonds, etc., CHF 7.2 million for employee stock option plans, and CHF 16 974 919 for option rights granted to the financial creditors (as defined below). Authorized capital and conditional capital in particular Authorized capital: The company has no authorized capital. Conditional capital for warrant and convertible bonds: Pursuant to Art. 11a of the Articles of Association, the company’s share capital shall be increased by a maximum aggregate amount of CHF 40 million through the issuance of a maximum of 40 million registered shares with a par value of CHF 1 per share, by exercising the option and conversion rights granted in connection with bonds of the company or one of its Group companies. The subscription rights of shareholders are excluded in this regard. Current holders of option certificates and/or convertible bonds are entitled to acquire the new shares. When issuing warrant or convertible bonds, the Board of Directors can limit or exclude the preemptive subscription rights of shareholders (1) to finance and refinance the acquisition of enterprises, units thereof or equity interests, or newly planned investments of the company and (2) to issue warrant and convertible bonds on international capital markets. Insofar as preemptive subscription rights are excluded, (1) the bonds are to be placed publicly on market terms, (2) the exercise period for the option and conversion rights may not exceed seven years from the date the bond was issued, and (3) the exercise price for the new shares must at least correspond to the market terms at the time the bond was issued. Conditional capital for employee stock option plans: Pursuant to Art. 11b of the Articles of Association, the company’s share capital will be increased by a maximum aggregate amount of CHF 7.2 million, excluding the preemptive subscription rights of current shareholders, through the issuance of a maximum of 7.2 million fully paid-in registered shares with a par value of CHF 1 each, through the exercise of option rights granted to the employees of the company or one of its Group companies under a stock option plan to be approved by the Board of Directors. The issuance of shares at less than the market price is permissible. The details shall be determined by the Board of Directors. Conditional capital for warrants: Pursuant to Art. 11c of the Articles of Association, the company’s share capital may be increased by the issue of a maximum of 16 974 919 to be fully paid in registered shares of a par value of CHF 1 each, i.e., in the par value of a total of a maximum amount of CHF 16 974 919, by the exercise of option rights which are granted to the financial creditors of the company under the Facility Agreement of June 7, 2007 with the amendments of June 26, 2007, of August 17, 2007, of March 5, 2008, and of June 8, 2009 (“Financial Creditors”) for loans granted to the company or one of its Group companies. The allocation of these options was a conditio sine qua non of the urgently needed restructuring measures of the company. The preemptive right of the shareholders is therefore completely excluded with regard to the entire conditional capital. The option rights granted to the Financial Creditors have a maximum term until June 30, 2014 from the issue date and may be exercised at the earliest 90 days after the issue date. The exercise price is 55
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on a new level Annual Report 2011
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Vision Oerlikon creates innovative
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Oerlikon’s Segments in brief Text
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On a new level 2011 was a year of s
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I. Operational review We achieved a
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Dear Shareholders, 2011 was a break
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Solid performance of Oerlikon share
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Remuneration Report Risk Management
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Achieving a new level of profitabil
Page 21 and 22: Remuneration Report Risk Management
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Page 26 and 27: Dr. Michael Buscher, CEO Oerlikon G
Page 28 and 29: 3.1 Oerlikon Textile 1. In 2011, Oe
Page 31 and 32: Turnaround time reduced by 40 % The
Page 33 and 34: Turnaround time reduced by 40 %
Page 35: Business development Oerlikon Drive
Page 38 and 39: Gary Lehman, CEO Oerlikon Drive Sys
Page 40 and 41: 3.3 Oerlikon Vacuum 1. Oerlikon Vac
Page 43 and 44: Output improved by 30 % “For a lo
Page 45 and 46: Output improved by 30 %
Page 47: Business development In 2011, the s
Page 50 and 51: Helmut Frankenberger, CEO Oerlikon
Page 52 and 53: 3.5 Oerlikon Coating 1. Oerlikon Co
Page 55 and 56: Productivity gains boost profitabil
Page 57 and 58: Productivity gains boost profitabil
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Page 62 and 63: Andreas Dill, CEO Oerlikon Advanced
Page 64 and 65: 4.0 Sustainability 1. Oerlikon prod
Page 66 and 67: 48 When a fine spray of fuel is fir
Page 68 and 69: 5.0 Compliance 1. In 2011, Oerlikon
Page 70 and 71: 6.0 Corporate Governance Group stru
Page 74 and 75: 56 Letter Information for Investors
Page 76 and 77: 58 Stability and competence The Oer
Page 78 and 79: 60 Composition of the Board of Dire
Page 80 and 81: 62 Composition of Committees of the
Page 86 and 87: 68 Leadership and accountability Th
Page 88 and 89: 70 Composition of the Executive Com
Page 94 and 95: 7.0 Remuneration report In this rem
Page 96 and 97: 78 Compensation of non-executive me
Page 100 and 101: 82 Share options Letter Information
Page 102 and 103: 8.0 Risk management 1. The 2011 enh
Page 104 and 105: Contents I. Operational review 1.0
Page 107 and 108: Key Figures Group Notes OC Oerlikon
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Page 120 and 121: 102 Expenses included in EBIT Key F
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104 Deferred taxes Key Figures Grou
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106 Financial investments Key Figur
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108 Property, plant and equipment i
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110 Key Figures Group Notes OC Oerl
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112 Intangible assets Previous year
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114 Post-employment benefit provisi
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116 Provisions in CHF million Key F
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118 Liquidity risk Key Figures Grou
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120 Credit risk Key Figures Group N
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122 Market risk Key Figures Group N
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124 Capital management Key Figures
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126 Related Party transactions Key
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128 Related Party transactions Memb
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130 Segment information Key Figures
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132 Companies by country Country Pr
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134 Report of the Statutory Auditor
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Key Figures Group Notes OC Oerlikon
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Contents I. Operational review 1.0
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9.0 Outlook for global markets Tren
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10.0 Research and development In 20
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166 Innovation highlights Oerlikon
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168 Oerlikon Vacuum MAGiNTEGRA: rob
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170 Oerlikon Coating INGENIA: the q
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11.0 Expanding the global footprint
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174 Oerlikon further expands in gro
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176 the greater the opportunity for
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Financial calendar March 5, 2012 An
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AB Applied Biosystems ∙ ABB ∙ A
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Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

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