1. Group structure and shareholders
Von Roll Holding AG and its subsidiaries focus their operating activities on the three segments (business units) Von Roll Insulation (formerly Electrical), Von Roll Composites (formerly Industrial) and Von Roll Elco Transformers. Details about the organisation, including an outline of the operating Group structure and the business units are available in the "Overview of Von Roll" section and in segment reporting in Note 6 of the "Financial reporting" section in this Annual Report.
There are no other listed companies within the scope of consolidation of Von Roll Holding AG.
A list of significant unlisted consolidated companies is disclosed in Note 23 of the "Financial reporting" section of this Annual Report.
As published in the SOGC (Swiss Official Gazette of Commerce) on 1 February 2008, the von Finck shareholder group, comprising August von Finck, Munich (D), Francine von Finck, Munich (D), August François von Finck, Pfäffikon SZ (CH), Maximilian von Finck, Bäch (CH), and Maria-Theresia von Finck, Munich (D), announced that the group now held 105,764,412 bearer shares in Von Roll Holding AG and therefore 57.24 % of the voting rights. Of these, 24,911,364 bearer shares, or 13.48 %, stemmed from the "interim results of the tender offer." Ownership of the paper transferred to the von Finck shareholder group on 12 February 2009 with delivery of the shares against payment. The group was acting in mutual agreement and was represented by Rainer Nocon, von Finck'sche Hauptverwaltung, Promenadeplatz, Munich (D).
On 22 February 2008, Deutsche Bank AG, Frankfurt (D), reported that its holding had fallen below the threshold of 3 % of the voting rights and that the composition of the group holding the stake in Von Roll Holding AG had changed. The members acting as a group were now: Deutsche Bank AG, Frankfurt (D), Deutsche Bank Securities Inc., New York (USA), DB U.S. Financial Markets Holding Corporation, Wilmington (USA), and Taunus Corporation, Wilmington (USA). The shareholding of the Deutsche Bank group in Von Roll Holding AG was made up as follows: 4,467,223 bearer shares and 850,000 call options. Overall, this corresponded to 2.66 % of the voting rights. In addition, the group held 0.06 % sales rights and 7.07 % conversion and purchase rights. In total, the sales rights corresponded to voting rights of 7.13 %. The contact person for the shareholder group was Dirk Hadlich. This announcement complied with the recommendation of the Disclosure Office of SWX (now: SIX) dated 8 February 2008, granting Deutsche Bank AG an alleviation of its reporting obligations, allowing it to refrain from disclosure of information concerning certain written convertible and purchase rights in accordance with Art. 17 para. 1a SESTO-SFBC (Ordinance of the Swiss Federal Banking Commission to the Federal Act on Securities Exchanges and Securities Trading). The alleviation was granted on 1 December 2007, primarily because of the short time period between adoption and implementation of the revised provisions of the SESTO-SFBC.
On 14 April 2008, Deutsche Bank AG, Frankfurt (D), reported that the former group had dissolved and that Deutsche Bank AG alone held the following voting rights in Von Roll Holding AG: 3,999,138 bearer shares; the purchase positions therefore corresponded to a 2.164 % of the voting rights. In addition, the group held 0.057 % of the sales rights and 5.759 % of the conversion and purchase rights. In total, the sales rights corresponded to 5.816 % of the voting rights.
Deutsche Bank AG, Frankfurt (D), announced in the SHAB (Schweizerisches Handelsamtsblatt) on 15 May 2008, that a group had been formed. In addition, it was reported that the 3 % threshold had not been met and that the group no longer held any notifiable participation in Von Roll Holding AG. The members acting as a group comprised the following: Deutsche Bank AG Frankfurt (D), Deutsche Bank Securities Inc., New York (USA), DB U.S. Financial Markets Holding Corporation, Wilmington (USA), and Taunus Corporation, Wilmington (USA).
On 9 May 2008, Mr. Rumen Hranov, Zollikon (CH), reported that through the sale of options the 5 % threshold was no longer met. The interest held by Rumen Hranov in Von Roll Holding AG now comprised 466,573 bearer shares and 7,000,000 call options. This corresponded to 4.26 % of the voting rights.
On 3 September 2008, Mr. Rumen Hranov, Zollikon (CH), reported that through the sale of options, the 3 % threshold was no longer met and that he therefore no longer held a notifiable interest in Von Roll Holding AG.
As published in the SOGC on 17 November 2008, Von Roll Holding AG reported that through the acquisition of own shares it had exceeded the threshold of 3 % of the voting rights in Von Roll Holding AG. The company held 5,838,588 treasury bearer shares, corresponding to 3.16 % of the voting rights of the shares issued.
As published on 26 November 2008, the von Finck shareholder group comprising August von Finck, Munich (D), Francine von Finck, Munich (D), August François von Finck, Freienbach (CH), Maximilian von Finck, Freienbach (CH), Maria-Theresia von Finck, Munich (CH), and Von Roll Holding AG, Au/Wädenswil (CH), reported that the group now held 123,334,009 bearer shares in Von Roll Holding AG and therefore 66.75 % of the voting rights.
Von Roll Holding AG has not received any further notifications pursuant to Art. 20 SESTO for financial year 2008.
There are no cross-shareholdings with other companies. Please see section 1.2 for information on possible cross-shareholdings that could arise from the disclosed main shareholder structure.