1. Group structure and shareholders

1.1 Group structure

The Zehnder Group is organised by region – Europe, China and North America. All regions are active in both business areas – ventilation and radiators.

Zehnder Group AG, the holding company of the Zehnder Group, is the only listed company included in the consolidation scope. It is headquartered in Gränichen (CH). The registered shares A are listed on the SIX Swiss Exchange (Valor number: 27 653 461, ISIN: CH0276534614). The unlisted registered shares B are held directly or indirectly by the Zehnder family and persons closely associated with them. At 31 December 2021, the market capitalisation (registered shares A) was CHF 908.3 million and the total capitalisation was CHF 1,092.6 million.

All companies included in the consolidation scope of Zehnder Group AG are shown in the Overview of companies in the consolidated financial statements within the Financial Report.

1.2 Significant shareholders

According to the information available to the Board of Directors, the following shareholder held more than 3% of the share capital of Zehnder Group AG as at the balance sheet date, i.e. 31 December 2021:

Graneco AG, Gränichen (CH): 15,720 registered shares A and 9,775,600 registered shares B, corresponding to 49.8% of the votes (previous year: 49.8%); together with the other registered shares of the company held by the shareholders of Graneco AG, this group holds 51.7% of the voting rights.

There is a shareholders’ agreement between the shareholders of Graneco AG (the Zehnder family and persons closely associated with the Zehnder family), which, among other aspects, includes a voting commitment for all directly and indirectly held registered shares B of Zehnder Group AG. It is the intention of this group of persons to secure significant influence over the long term. For important decisions they vote together, putting the successful development of the Zehnder Group before their own interests. The contract was concluded on 4 July 2013 and runs until 31 December 2023.

As of 31 December 2021, Zehnder Group AG held 126,276 of its own registered shares A. These were mainly acquired as part of the employee shareholding plan as well as the share buyback programme launched on 24 March 2021.

For notification of disclosure of significant shareholdings, please refer to the website of SIX Swiss Exchange: www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html?companyId=ZEHNDER.

The Articles of Association of Zehnder Group AG provide for an opting-out clause, which is explained in item 7.1 Duty to make an offer of this Corporate Governance Report.

1.3 Cross-shareholdings

There are no cross-shareholdings.