1. Group structure and shareholders

1.1 Group structure

Zehnder Group is organised group-wide into the two segments, namely ventilation and radiators.

Zehnder Group AG, the holding company of 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 (nominal value CHF 0.01) are held by Graneco AG, which is controlled by the Zehnder families. At 31 December 2023, the market capitalisation (registered shares A) was CHF 521.9 million and the total capitalisation was CHF 627.9 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.

Organisation chart Zehnder Group

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 2023:

Graneco AG, Gränichen (CH): 6,840 registered shares A and 9,900,000 registered shares B, corresponding to 50.4% of the votes (previous year: 50.0%); together with the other registered shares of the company held by the shareholders of Graneco AG, this group holds 52.1% 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). It is the intention of this group of persons to ensure significant influence over Zehnder Group AG over the long term. For important decisions they vote together, putting the successful development of 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 2023, Zehnder Group AG held 583,148 of its own registered shares A. These were acquired as part of the employee shareholding plan, variable long-term compensation (LTI) for the Group Executive Committee members, and the share buyback programme launched on 24 March 2021, and completed on 18 September 2023.

For notification of disclosure of significant shareholdings, please refer to the website of SIX Swiss Exchange: Significant Shareholders (ser-ag.com)

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.