Notes

Allreal Holding AG, domiciled in Baar, canton 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 the previous year. 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.

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 2019, the conditions for early redemption had not been met

As at the balance sheet cut-off date, the share capital of Allreal Holding AG comprises 15,942,821 registered shares with a par value of CHF 1.00 each. Each share carries one vote and confers entitlement to attend the general meeting if entered in the share register.

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 par value of CHF 1.00 (authorised capital).

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, there exists – excluding the subscription rights of shareholders – conditional capital of up to CHF 2.5 million through the issue of up to 2 495 763 registered shares with a par value of CHF 1.00 each. Bearers of the convertible and/or warrant bonds are entitled to subscribe to the new shares.

Further, Allreal Holding AG has conditional capital of CHF 0.2 million (200,000 registered shares at a par value of CHF 1.00 each) at its disposal for the purpose of issuing options to the members of the Board of Directors and management.

The Board of Directors will propose to the Allreal Holding AG annual general meeting of 24 April 2020 a distribution of CHF 6.75 per share, corresponding to a total amount of CHF 107.6 million. In 2019, CHF 103.3 million in the form of a repayment of reserves from contribution of capital were distributed to shareholders, corresponding to CHF 6.50 per share.

The average purchase price per share stands at CHF 155.40 (31.12.2018: CHF 155.35).

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 2019, guarantees and sureties to third parties in connection with the financing of Allreal group companies amounted to CHF 246.5 million (31.12.2018: CHF 373.5 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.