1. Group structure and shareholders

1.1 Group structure

Until 2021, Zehnder Group was divided into the geographical regions of Europe, China and North America. In connection with the increased share of ventilation sales in total sales due to acquisitions and in line with the “Growth for ventilation – harvest for radiators” strategy, the Group has been organised group-wide by business areas, i.e. ventilation and radiators, since 2022.

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 (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 2022, the market capitalisation (registered shares A) was CHF 544.4 million and the total capitalisation was CHF 654.9 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 2022:

Graneco AG, Gränichen (CH): 9,480 registered shares A and 9,811,200 registered shares B, corresponding to 50.0% 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 51.8% of the voting rights.

A shareholders’ agreement between the shareholders of Graneco AG (the Zehnder family and persons closely associated with the Zehnder family) includes, inter alia, 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 on Zehnder Group AG over the long term. For important decisions they vote together, putting the successful development of the Zehnder Group before their own interests. The agreement was renewed on 23 November 2022 and runs until at least 31 December 2032.

As of 31 December 2022, Zehnder Group AG held 401,948 of its own registered shares A. These were mainly acquired as part of the employee shareholding plan and 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 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.