Financial Report – Financial statements of
Zehnder Group AG

Notes to the financial statements of Zehnder Group AG

General comments

As Zehnder Group AG has a pure holding company function, the point must be made that the income development of this company in no way reflects the present or future profitability of the Zehnder Group. Hence the development of the Group as set out in the consolidated financial statements – and not the individual financial statements of Zehnder Group AG – is decisive for the Board of Directors for their dividend proposal. The aim of the dividend policy laid down by the Board of Directors is to pay out some 30–50% of the consolidated net profit of the Zehnder Group to its shareholders.

1. Other short-term receivables

CHF million	31.12.2022	31.12.2021
Accounts receivable from third parties	0.2	0.4
Accounts receivable from Group companies	4.5	2.1
Total	4.8	2.5

2. Financial assets

CHF million	31.12.2022	31.12.2021
Loans to Group companies	59.4	102.6
Total	59.4	102.6

3. Participations

The directly or indirectly held majority interests which are material are included in the Overview of companies table set out in the consolidated financial statements in this Financial Report.

4. Short-term interest-bearing liabilities

CHF million	31.12.2022	31.12.2021
Loans from Group companies	1.9	18.9
Total	1.9	18.9

5. Other short-term liabilities

CHF million	31.12.2022	31.12.2021
Other short-term liabilities to third parties	0.5	0.1
Total	0.5	0.1

6. Share capital

	Registered shares A units 2022	Registered shares B units 2022	Nominal value CHF 2022	Registered shares A units 2021	Registered shares B units 2021	Nominal value CHF 2021
Total registered shares A as of 1.1.	9,756,000		487,800	9,756,000		487,800
Total registered shares B as of 1.1.		9,900,000	99,000		9,900,000	99,000
Total at 31.12.	9,756,000	9,900,000	586,800	9,756,000	9,900,000	586,800

As in the previous year, total share capital amounted to CHF 0.6 million, corresponding to EUR 0.4 million at the exchange rate of 1 January 2003. It is made up of 9,756,000 registered shares A with a par value of CHF 0.05 each and 9,900,000 registered shares B with a par value of CHF 0.01 each.

The unlisted registered shares B (CHF 0.01 nominal value) are all directly or indirectly held by members of the Zehnder family or by persons closely associated with the family. The great majority of the registered shares B are owned by Graneco AG (CH). On the balance sheet date, Graneco AG and its shareholders held 51.8% of the company’s registered shares and voting rights.

7. Own shares

The development of this item can be seen in the table below.

	Registered shares A units 2022	Value per share CHF 2022	Value CHF 2022	Registered shares A units 2021	Value per share CHF 2021	Value CHF 2021
Own shares at 1.1., trading portfolio	126,276	64.50	8,145,093	104,429	42.45	4,433,210
Shares sold	–41,960	66.00	–2,769,333	–57,453	67.10	–3,855,096
Gain/(loss) from sale			926,122			1,488,309
Shares bought	317,632	70.36	22,349,351	79,300	76.65	6,078,670
Own shares at 31.12., trading portfolio	401,948	71.28	28,651,233	126,276	64.50	8,145,093

The own shares allocated to members of the Board of Directors are shown in item 5.1 Compensation to the Board of Directors in the business year 2022 in the Compensation Report.

8. Number of full-time positions

The holding company has no employees.

9. Contingent liabilities

The company has guarantee obligations and pledged assets in favour of subsidiaries in the amount of CHF 58.0 million (previous year: CHF 60.0 million).

In connection with the acquisition of the 51% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd. there is a contingent liability due to the granting of a put option on a further 25% stake in Zhongshan Fortuneway Environmental Technology Co., Ltd.

The company belongs to a VAT group which comprises all the Swiss companies in the Zehnder Group and is thus jointly and severally liable vis-à-vis the Swiss Federal Tax Administration for any VAT debts of this VAT group.

10. Disclosure of ownership structure

According to the information available to the Board of Directors, the following shareholders held more than 3% of the share capital of Zehnder Group AG as at the balance sheet date:

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.

For notification of disclosure of significant shareholdings, please refer to the website of SIX Swiss Exchange: www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html?companyId=ZEHNDER.

As at the balance sheet date, the members of the Board of Directors and of the Group Executive Committee, including persons closely associated with them, owned the following shares and options:

Board of Directors and Group Executive Committee	Registered shares A units 1 2022	Registered shares A units 1 2021	Registered shares B units 2 2022	Registered shares B units 2 2021
Dr Hans-Peter Zehnder 4	220,883	215,692	26,666	26,666
Chairman of the Board	1.1% 3	1.1% 3	0.1% 3	0.1% 3
Jörg Walther	11,132	10,134	–	–
Vice Chairman of the Board	0.1% 3	0.1% 3
Dr Urs Buchmann	21,175	20,621	–	–
Member of the Board	0.1% 3	0.1% 3
Riet Cadonau	12,141	11,587	–	–
Member of the Board	0.1% 3	0.1% 3
Sandra Emme	–	–	–	–
Member of the Board since 7 April 2022
Milva Inderbitzin-Zehnder 5	8,437	7,445	–	–
Member of the Board
Ivo Wechsler	3,578	3,024	–	–
Member of the Board
Matthias Huenerwadel	27,868	15,099	–	–
Chairman of the Group Executive Committee, CEO	0.1% 3	0.1% 3
René Grieder	28,670	20,664	–	–
CFO	0.1% 3	0.1% 3
Johannes Bollmann	5,271	4,621	–	–
COO Ventilation EMEA
Jörg Metzger	2,958	1,638	–	–
COO Radiators EMEA
Cyril Peysson	50,318	48,680	–	–
CCO EMEA	0.3% 3	0.2% 3

1 Provided they were acquired under the employee share ownership programme, some of these shares may be subject to a restriction period (see Compensation Report).

2 Registered shares B are not listed.

3 Share of total votes in % (only if ≥0.1%)

4 Excluding Graneco AG, in which Dr Hans-Peter Zehnder holds a 57.8% stake.

5 Excluding Graneco AG, in which Milva Inderbitzin-Zehnder indirectly holds 0.6%.

11. Events after the balance sheet date

There were no extraordinary pending transactions, risks or events after the balance sheet date which would require disclosure in the financial statements.