Von Roll : Document Reporting

1.1 Group structure

Operating Group structure

The operating activities of Von Roll Holding AG and its subsidiaries are divided into the

"Von Roll Insulation" and "Von Roll Composites" segments. Further details are available

in the segment reporting part of the "Financial reporting" section (see note 4 on

page 52 of this annual report).

Listed companies

Since August 11, 1987, Von Roll Holding AG, with its registered office in Breitenbach and

its domicile at Passwangstrasse 20, 4226 Breitenbach, has been listed on the SIX Swiss

Exchange AG (valoren symbol: ROL, valoren number: 324.535, ISIN: CH0003245351 ). As

1.3

Cross-­

at December 31, 2022, it had a market capitalization of CHF 307,393,071.

There are no

shareholdings

other listed companies within the scope of consolidation of Von Roll Holding AG.

Non-listed companies

2.  Capital structure

A list of significant non-listed, consolidated companies and the criterion of their signif -

2.1

Capital

icance is disclosed in note 14 of the "Financial reporting" section on page 62 of this

1.2

Significant

annual report. Companies that are not significant are not included.

shareholders

According to the information available to the company, the following shareholders held

3 % or more of the company's share capital and voting rights on the reporting date.

Shareholder

Share in %

Clair AG (beneficial owners under Art. 120 Swiss Financial Market Infrastructure

73.2

Act (FinMIA): Francine von Finck, August Francois von Finck, Maximilian von Finck)

4.1

Maria-Theresia von Finck

Luitpold von Finck

3.6

2.2 Authorized and

The Articles of Incorporation of Von Roll Holding AG provide for an increase by the

conditional capital

Board of Directors of share capital as a component of the authorized capital by up to

CHF 14,000,000.00, which corresponds to up to 140,000,000 bearer shares to be fully

paid up, each with a nominal value of CHF 0.10.

The Board of Directors is authorized to increase the share capital of the company, as a

component of the conditional capital, by up to CHF 276,177.00, representing a 0.77 %

increase of the issued share capital of CHF 35,743,380.40, by issuing a maximum of

2,761,770 bearer shares to be fully paid up, each with a nominal value of CHF 0.10,

based on the exercise of conversion rights granted in connection with bonds or similar

obligations of Von Roll Holding AG or Group companies. The holders of conversion

rights at that time are entitled to acquire the new shares. Shareholders' subscription

rights are excluded. Shareholders' advance subscription rights can be restricted or

excluded by resolution of the Board of Directors to finance or refinance the acquisition

of companies, parts of companies or shareholdings, or new investments planned by

the company or to issue convertible bonds on national or international capital markets.

If advance subscription rights are excluded, the bonds are to be placed at market con-

ditions, the period for exercising the conversion rights is to be set at a maximum of

10 years from bond issuance and, when conversion rights are exercised, new shares

are to be issued at conditions that take the market price of the shares into account.

The Board of Directors is authorized to increase the share capital of the company at

any time until April 30, 2023, by a maximum amount of CHF 14,000,000.00, by issuing a

maximum of 140,000,000 bearer shares to be fully paid up, each with a nominal value

of CHF 0.10, which makes up 39.17 % of the issued share capital of CHF 35,743,380.40.

Increases by way of firm underwriting ( by a bank, a banking syndicate or a third party)

and increases in partial amounts are permitted. The Board of Directors determines the

time of issue, the issue price, the type of contributions to be made and the time of

dividend entitlement. The Board of Directors is authorized to permit, restrict or exclude

trading in subscription rights. The Board of Directors may place subscription rights

that have not been exercised or shares for which subscription rights have been granted

but not exercised at market conditions or otherwise use them in the interest of the

company. The Board of Directors is authorized to restrict or cancel shareholders' sub-

scription rights in the event of shares being used in connection with mergers, acquisi-

tions ( including takeovers) of companies, parts of companies, shareholdings or new

investments of the company and/or of Group companies, the financing or refinancing

of such mergers, acquisitions or new investments, the conversion of loans or financial

2.3 Changes in capital

liabilities.

In the reporting year:

The share capital was increased by a nominal amount of CHF 75,900.00 from

CHF 35,667,480.40 to CHF 35,743,380.40 as a result of the partial conversions of the

1.00 % convertible bond CHF 150,000,000 2016 - 2022; the amount of up to

CHF 352,077.00 existing as at December 31, 2021, by which the Board of Directors could

increase the share capital as a component of the conditional capital, was reduced

accordingly by CHF 75,900.00 to a maximum of CHF 276,177.00. The amount of up

to CHF 14,000,000.00 as at December 31, 2021, by which the Board of Directors could

increase the share capital as a component of the authorized capital, did not change in

the reporting year.

Type of capital (in CHF) / reporting date

12/31/2022

12/31/2021

12/31/2020

Ordinary capital

35,743,380.40

35,667,480.401

35,655,880.40

(issued capital)

Ordinary capital (capital registered in the

35,743,380.40

35,655,880.40

35,655,880.40

commercial register)

Conditional capital

276,177.00

352,077.00

363,677.00

Authorized capital

14,000,000.00

14,000,000.00

0.00

3.1 Members of the

As at December 31, 2022, the Board of Directors of Von Roll Holding AG comprised1

the

Board of Directors

following members:

Name

Nationality

Born in

Member since

Function

Dr. Peter Kalantzis

CH/ GR

1945

2007

Chairman , non-executive

Guido Egli

CH

1951

2007

Vice-Chairman,non-executive

Gerd Amtstätter

D

1943

2007

Member, non-executive

August François von Finck

CH

1968

2010

Member, non-executive

Dr. Christian Hennerkes

D

197 1

2 0 1 6

Delegate, executive

Gerhard Bruckmeier

D

1954

2022

Non-executive

Dr. Peter Kalantzis

Education

Chairman of the Board of

Dr. rer. pol., University of Basel, Switzerland

Directors

Professional career

1971 - 1990:

Various management positions, last position as Delegate of the Board of Directors of

Lonza AG, Basel, Switzerland

1991 - 2000:

General Director and Member of Executive Management of Alusuisse-Lonza Group AG,

Zurich, Switzerland; from 1991 to 1996 Head of the Chemistry division and subsequently

responsible for Group development from 1997 to 2000

Other activities and vested interests

Chairman of the Board of Directors of Clair AG, Baar, Switzerland; Chairman of the

Board of Directors of Degussa Sonne / Mond Goldhandel AG, Baar, Switzerland; Chair-

man of the Board of Directors of Hardstone Services SA, Geneva, Switzerland; Member

of the Board of Directors of Paneuropean Oil and Industrial Holdings S.A., Luxembourg,

Luxembourg; Member of the Board of Directors of Consolidated Lamda Holdings Ltd.,

Luxembourg, Luxembourg; President of the Foundation Board of John S. Latsis Public

Benefit Foundation, Vaduz, Principality of Liechtenstein; President of the Foundation

Board of Gnosis Foundation, Vaduz, Principality of Liechtenstein.