1. Group structure and shareholders

1.1.1 Operating group structure 

Von Roll Holding AG and its subsidiaries focus their operating activities on the Insulation and Composites segments and the Water and Wastewater management business unit. Further details are available in the “Financial reporting” section (see Note 5 “Segment reporting”) in this Annual Report.

Organisation

Legally the Von Roll Group consists of Von Roll Holding AG and its subsidiaries (see Note 23 of the “Financial reporting” section in this Annual Report). The Von Roll Group has two tiers of management: the Board of Directors and the Executive Management. The Board of Directors of Von Roll Holding AG is responsible for the company’s overall management, its organisational structure, accounting, financial control and financial planning. The Executive Management consists of the Delegate of the Board of Directors, who manages the Von Roll Group in the role of Chief Executive Officer (CEO), and the Chief Financial Officer (CFO). The CEO is responsible for operating and ongoing business management. The organisational structure is geared to the demands of an integrated technology company.

Management

For the Von Roll Group, customer focus, technological and innovative leadership, as well as the highest level of quality and service form the basis for long-standing business relationships. By focusing on our successful core business and expanding our portfolio, particularly in the direction of forward-looking and technologically intensive business segments, significant added value will be generated, resulting in a sustained increase in shareholder value. The foundation for this is constant optimisation of processes, costs and quality. To ensure sustained success, Von Roll relies on its business operating system for corporate management. With the business operating system, the aim of utilising our potential to the full and consequently creating long-term value for our shareholders and clients is pursued. At the same time, the Von Roll Group strives to rank among the world’s leading companies in terms of performance, transparency and innovation. In so doing, our employees observe the legal and ethical conditions and demonstrate loyalty to the company. Our employees agree to comply with the internal code of conduct (“Global Code of Conduct”). They are also bound by all Group guidelines and directives published within the Von Roll Group.

1.1.2 Listed companies 

There are no other listed companies within the scope of consolidation of Von Roll Holding AG.

1.1.3 Unlisted companies

A list of significant unlisted consolidated companies is disclosed in Note 23 of the “Financial reporting” section in this Annual Report.

As of 20 November 2008, the von Finck group of shareholders (comprising August von Finck, Munich, Germany; Francine von Finck, Munich, Germany; August François von Finck, Zurich, Switzerland; Maximilian von Finck, Freienbach, Switzerland; and Maria Theresia von Finck, Munich, Germany, together with Von Roll Holding AG, Breitenbach, Switzerland [treasury shares]) declared a shareholding of 66.75 %, which corresponds to 123,334,009 bearer shares.

On 15 March 2016, the company declared a purchase position amounting to 3.82 % of the share capital registered in the commercial register (7,061,312 treasury shares) (31 December 2016: 3.83 %, which corresponds to 7,079,601 treasury shares; 31 December 2015: 3.83 %, which corresponds to 7,068,947 treasury shares) and a sale position amounting to 94.94 % of the share capital registered in the commercial register (31 December 2016: 85.91 %, which corresponds to 158,750,204 treasury shares; 31 December 2015: 13.76 %, which corresponds to 25,416,870 treasury shares). The sale position covers the convertible bonds issued in 2014 and 2016.

Further details about the disclosure notifications can be found on the SIX Swiss Exchange website https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html?companyId=VONROLL.

There are no cross-shareholdings with other companies. Possible cross-shareholdings may result from the disclosed significant shareholder structure.