Audited information

Registered shares each with a par value of CHF 3.70 (2014: CHF 3.70)

 

Number of
shares
2015

 

Par value
2015
in CHF m

 

Number of
shares
2014

 

Par value
2014
in CHF m

Share capital as per 1 January

 

331 939 199

 

1 228

 

331 939 199

 

1 228

Share capital at 31 December

 

331 939 199

 

1 228

 

331 939 199

 

1 228

 

 

 

 

 

 

 

 

 

Treasury shares

 

–9 195 810

 

–34

 

–12 087 920

 

–45

Outstanding share capital at 31 December

 

322 743 389

 

1 194

 

319 851 279

 

1 183

Treasury shares (number of shares)

 

2015

 

2014

Shares held as per 1 January

 

12 087 920

 

13 204 851

Shares purchased at market value

 

1 016 761

 

1 200 000

Shares sold to counterparty out of options (management options 2010)

 

–2 077 650

 

Shares sold at market value

 

–1 016 741

 

–1 580 456

Shares transferred to employees

 

–814 480

 

–736 475

Shares held at 31 December

 

9 195 810

 

12 087 920

All shares are duly authorized and fully paid in.

Dividends are paid out as and when declared equally on all shares, excluding treasury shares. The information concerning payments per share to the shareholders are disclosed in the notes to the financial statements of Clariant Ltd.

In accordance with article 5 of the company’s Articles of Incorporation, no limitations exist with regard to the registration of shares which are acquired in one’s own name and on one’s own account. Special rules exist for nominees.

In accordance with article 13 of the company’s Articles of Incorporation, each share has the right to one vote.

Significant shareholdings of 3% or more of total share capital

Based on the notifications received by Clariant and published by SIX Exchange Regulation, as at 31 December 2015 the following shareholders held more than 3% of voting rights in Clariant Ltd:

Shareholders

 

Voting rights

1

The following former shareholders of Süd-Chemie AG form a group:

 

Wilhelm, Dr. Winterstein, Germany
Dolf, Dr. Stockhausen, Switzerland
Axel, Dr. Schweighart, Germany
Rosemarie Schweighart, Germany
Dominique Kraus, Germany
Karl, Dr. Wamsler, Germany
Irene W. Banning, USA
Susanne Wamsler-Singer, Austria
Caroline A., Dr. Wamsler, USA
Amelie Ratjen, Germany
Christof Ratjen, Germany
Christopher Weithauer, Germany
Johanna Bechtle, Germany
Kaspar Bechtle, Germany
Luisa Redetzki, Germany
Karl T. Banning, USA
Schuyler H. Joerger, USA

Konstantin Alfred Winterstein, Germany
Max-Theodor, Dr. Schweighart, Germany
Peter, Dr. Schweighart, Germany
Moritz Ostenrieder, Germany
Christian Ratjen, Germany
Bettina Wamsler, Germany
Pauline Joerger, USA
Marianne Kunisch, Germany
Maximilian Ratjen, Germany
Julius Ratjen, Germany
Elisabeth Prinzessin zu Sayn-Wittgenstein, Germany
Georg A. Weithauer, Germany
Charlotte Bechtle, Germany
Clara Redetzki, Germany
Marie Redetzki, Germany
Sophia P. Joerger, USA

2

According to a disclosure notification published on 18 January 2013, a group consisting of Konstantin Alfred Winterstein, 80333 München, Germany and Elisabeth Prinzessin zu Sayn-Wittgenstein, 80333 München, Germany holds 3.73 % partially through Blue Beteiligungsgesellschaft mbH, Grossdingharting (Germany) and partially through Maple Beteiligungsgesellschaft mbH, Grossdingharting (Germany). The 3.73 % held by this group are included in the 13.89 % mentioned under footnote 1, but form a separate sub-group.

Group of former shareholders of Süd-Chemie AG 1

 

13.89%

Thereof (as a separate sub-group): Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany) and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany)2

 

3.73%

APG Asset Management N.V., Amsterdam, Netherlands

 

5.01%

Cymbria, Canada
EdgePoint Global Portfolio, Canada
EdgePoint Canadian Growth and Income Portfolio, Canada
EdgePoint Canadian Portfolio, Canada
EdgePoint Global Growth and Income Portfolio, Canada
St. James Place Global Equity Unit Trust, UK

 

3.06%

BlackRock Inc., New York

 

3.05%

Disclosure notifications during the financial year 2015 reported to the Stock Exchange Disclosure Office pursuant to Art. 20 of the Stock Exchange Act as well as further information in relation to disclosure notifications can be found on the SIX Swiss Exchange reporting platform: www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_de.html

At 31 December 2015, former shareholders of Süd-Chemie AG, who had exchanged their shares against Clariant shares in April 2011, held a total of 13.89% of the share capital of Clariant Ltd. These shareholders are affiliated with each other for family or other reasons (especially the Wamsler, Winterstein, Schweighart and Stockhausen families).

In addition, at 31 December 2014, the following shareholders held a participation of 3% or more of the total share capital: Group of former shareholders of Süd-Chemie AG: 13.89% (thereof (as a separate sub-group): Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany) and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany): 3.73%; APG Asset Management N.V., Amsterdam, Netherlands: 3.01%; Cymbria, (Canada): 3.06%.

At 31 December 2015, Clariant AG itself held 9 195 810 shares in treasury, corresponding to 2.77% of the share capital.

Distribution to shareholders

On 31 March 2015 the Annual General Meeting of Clariant AG approved a distribution from the confirmed capital contribution reserves of CHF 0.40 per share. This was paid out on 8 April 2015 reducing the capital contribution reserves by CHF 129 million.

Non-controlling interests

In October 2015 Clariant Chemicals (India) Ltd engaged in a share buyback. This resulted in the amount of CHF 21 million being paid out to minority shareholders and CHF 29 million to Group-internal parent companies. As a consequence the percentage of non-controlling interests in this company decreased from 36.6% to 35.8%.

On 20 October 2014, Clariant sold a 40% stake in Clariant (Saudi Arabia) Ltd to Rowad National Plastic Co. Ltd. The transaction reduced Clariant’s total stake in Clariant Masterbatches (Saudi Arabia) Ltd from 93% to 53% but Clariant retains control of the entity. The total net consideration of the sale amounted to CHF 25 million.

At 31 December 2015, non-controlling interests reported are primarily made up of those of the three following companies. They amount to more than 65% of the minority shares reported:

Clariant Huajin (Panjin) Ltd, reported sales in the amount of CHF 27 million in the reporting period and total assets in the amount of CHF 42 million as per 31 December 2015. The non-controlling interests of 40% of the shares outstanding is held by Northern Huajin Chemical Industry Group Co. Ltd.

Clariant Chemicals (India) Ltd reported sales in the amount of CHF 134 million in the reporting period and CHF 130 million of total assets as per 31 December 2015. The non-controlling interests of 35.8% of the shares outstanding is traded on the Bombay Stock Exchange (BSE) in Mumbai.

Clariant Catalysts (Japan) K.K. reported sales in the amount of CHF 129 million in the reporting period and CHF 92 million of total assets as per 31 December 2015. The non-controlling interests of 38.6% of the shares outstanding are held by Nissan Industries Ltd.

Masterbatches

These are plastic additives in the form of granules with dyestuffs or other additives used to dye or alter the properties of natural plastic. VIEW ENTIRE GLOSSARY

Catalyst

A substance that lowers the activation energy, thereby increasing the rate of a chemical reaction without being consumed by the reaction itself (Clariant Business Unit Catalysts). VIEW ENTIRE GLOSSARY

FURTHER READING