Notes

Allreal Holding AG, domiciled in Baar, Canton of Zug, was founded on 17 May 1999. As a holding company it is not engaged in any operating activities. Its function is limited to managing and financing Allreal Group.

The Allreal Holding AG annual accounts have been prepared in accordance with the provisions of the Swiss Code of Obligations (32nd title of the Swiss Code of Obligations). They supplement the consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS). Whereas the consolidated financial statements provide information about the business situation of the Group as a whole, the information in the annual accounts of Allreal Holding AG relates solely to the Group’s parent company.

Treasury shares are recognised at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In the case of a resale, the gain or loss is recognised through the income statement as financial income or financial expense.

Dividends received from the subsidiary companies are booked to the accounts of Allreal Holding AG upon payment.

Other operating expenses include the normal administrative expenses incurred by a holding company (legal advice, audit fees, insurance, fees and capital taxes). The management fees paid to Allreal Generalunternehmung AG amount to CHF 0.6 million, unchanged from the previous year.

Hammer Retex AG, together with its facility management service operation for third parties, was divested on 28 March 2018. Prior to the divestment, a capital distribution of CHF 12.9 million was made. This distribution resulted in an amortisation of CHF 9.7 million on the investment.

Hammer Retex AG, together with its facility management service operation for third parties, was divested on 28 March 2018.

All bonds may be redeemed early, and the bond terms customary for such capital market instruments shall apply. Specifically, this includes an option for early redemption at any time at par, including accrued interest, provided that at least 85% of the original principal amount has been redeemed by Allreal. As at 31 December 2018, the conditions for premature redemption had not been met.

On 20 April 2018, the annual general meeting of Allreal Holding AG voted in favour of lowering the share capital by reducing the nominal value of each registered share from CHF 50.00 to CHF 1.00 and using the amount of the reduction to repay CHF 6.25 per registered share to shareholders and to allocate CHF 42.75 per registered share to the reserves from contribution of capital. Accordingly, as at the balance sheet cut-off date, the share capital of Allreal Holding AG comprised 15,942,821 registered shares with a nominal value of CHF 1.00 each The premium paid in by means of capital increases and the conversion of convertible bonds is reported under reserves from contribution of capital.

The Board of Directors is authorised by the annual general meeting to increase the share capital – excluding the subscription rights of shareholders as applicable – until 20 April 2020 to acquire businesses, business units, participating interests or real estate through an exchange of shares, for financing or refinancing the acquisition of businesses, business units, participating interests or investment projects, or for the purpose of an international placement of shares worth up to CHF 1.0 million by issuing up to 1,000,000 registered shares each with a nominal value of CHF 1 (authorised capital).

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, the annual general meeting of 31 March 2006 created conditional capital of up to CHF 125.0 million through the issue of up to 2,500,000 registered shares with a nominal value of CHF 50 each and with the exclusion of shareholders’ subscription rights. Bearers of the convertible and/or warrant bonds are entitled to subscribe to the new shares. This conditional capital decreased by CHF 0.2 million to CHF 124.8 million (as at 31 December 2018) following the conversion of convertible bonds into shares in previous years. The nominal value reduction is also applicable to conditional capital, resulting in the latter amounting to CHF 2.5 million as at 31 December 2018.

Further, Allreal Holding AG has conditional capital of CHF 200,000 (200,000 registered shares at a nominal value of CHF 1 each) at its disposal for the purpose of issuing options to the members of the Board of Directors and management. This conditional capital has not been drawn on.

The average purchase price per share stands at CHF 155.35 (31.12.2017: CHF 165.25).

As at 31 December, the following shareholders were entered in the share register of Allreal Holding AG as having a shareholding (direct and/or indirect) which exceeds a threshold of 3%:

The details required under Article 663c CO are presented in Note 5.5 “Transactions with related parties” of the consolidated financial statements of Allreal Group.

As in the previous year, Allreal Holding AG did not employ any personnel.

As at 31 December 2018, guarantees and sureties to third parties in connection with the financing of Allreal group companies amounted to CHF 373.5 million (31.12.2017: CHF 346.0 million). Under the Swiss value added tax group taxation arrangement, Allreal Holding AG is jointly and severally liable vis-à-vis the Swiss Federal Tax Authority for all value added tax obligations of the other Allreal Group companies.