Geberit AG Annual Report 2004

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Corporate Governance
Capital structure

Capital

Ordinary capital:		MCHF 4.16
Conditional capital:		MCHF 0.2
Authorized capital:		–

For more details please refer to the following subchapters.

Conditional and authorized capital in particular
For conditional capital details please refer to the Financial Statements of Geberit AG, 1.6. The existing conditional capital, up to a maximum amount of CHF 166,400, earmarked for employee participation schemes was cancelled by the Board of Directors on its 22 April 2004 meeting. The general meeting on 22 April 2004 approved the creation of a new conditional capital amount of up to a maximum of CHF 200,000 regarding the exercise and/or conversion of option rights issued in connection with convertible bonds or other financial market instruments. Shareholder stock subscription rights relating to conditional capital as well as, subject to certain conditions, bonds or other financial market instruments with conversion and/or option rights can be excluded. On the occasion of their 5 May 2004 resolution regarding the convertible bonds, the Board of Directors agreed to exclude a shareholder’s early conversion right in accordance with the regulations in the articles of incorporation.

As of 31 December 2004, the Geberit Group had no authorized capital.

Changes of capital
Geberit AG’s changes of capital were as follows:

	31.12.2004	31.12.2003	31.12.2002
	MCHF	MCHF	MCHF
Capital stock	4.2	4.2	41.6
Reserves	612.7	582.7	492.7
Retained earnings	119.9	110.4	124.3

In the prior year, the share capital was reduced from MCHF 41.6 to MCHF 4.16 through a CHF 9.00 repayment of par value per share pursuant to a resolution of the general meeting of 30 April 2003.

For further details on changes of capital reference is made to the Geberit Group’s Consolidated Financial Statements in this annual report 2004 (consolidated statements of shareholders’ equity, Note 19 [shareholders’ equity]), to the information in the Financial Statements of Geberit AG as well as to the 2002 figures in the 2003 annual report.

Shares, participation and profit sharing certificates
The share capital of Geberit AG is fully paid-in and amounts to MCHF 4.16. It is divided into 4.16 million registered shares with a par value of CHF 1.00 each. Each share carries one vote in the general meeting.

No participation and profit sharing certificates of the Geberit Group are outstanding.

Limitations on transferability and nominee registrations
The Geberit Group has not imposed any limitations on the transferability of its shares.

Upon request and presentation of evidence of the transfer, acquirers of shares are registered as shareholders with voting rights in the share register, if they explicitly declare to hold the shares in their own name and for their own account. The articles of incorporation provide for the registration of a maximum of 3% of the shares held by nominees, which may be permitted by the Board of Directors. The Board of Directors may register nominees as a shareholder with voting rights in excess of such registration limitation provided the nominees disclose detailed information and shareholdings of the persons for which they hold 0.5% or more of the share capital.

Convertible bonds and warrants/options
On 14 June 2004, Geberit AG issued convertible bonds in the amount of MCHF 170 with a 6-year maturity and a 1% interest rate. Further information is set forth in the notes to the Consolidated Financial Statements of the Geberit Group (Note 12 [long-term debt]) and in the notes to the Financial Statements of Geberit AG (1.2).

No options were issued to any external parties. For further details on options granted to employees please refer to the Geberit Group’s Consolidated Financial Statements, Note 15 (“option plans”) and to item 5 of this chapter “Corporate Governance” (“compensations, shareholdings and loans”).