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17. Changes in Share Capital and Treasury Shares and Changes in Non-Controlling Interests

Audited information

Registered shares each with a par value of CHF 3.70 (2019: CHF 3.70)

 

Number of shares 2020

 

Par value 2020
in CHF m

 

Number of shares 2019

 

Par value 2019
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

 

–2 385 509

 

–9

 

–2 586 765

 

–10

Outstanding share capital at 31 December

 

329 553 690

 

1 219

 

329 352 434

 

1 218

Treasury shares (number of shares)

 

2020

 

2019

Holdings as per 1 January

 

2 586 765

 

2 250 664

Shares purchased at market value

 

34 000

 

572 000

Shares transferred to employees

 

–235 256

 

–235 899

Holdings at 31 December

 

2 385 509

 

2 586 765

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 .

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.

Distribution to shareholders

On 29 June 2020 the Annual General Meeting of Clariant AG approved a distribution from the confirmed capital contribution reserves of CHF 2.385 and CHF 0.615 from retained earnings per share. This was paid out on 8 July 2020 reducing the capital contribution reserves by CHF 786 million and retained earnings by CHF 203 million.

Significant shareholders 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 2020 the following shareholders held more than 3% of voting rights in Clariant Ltd:

Shareholders

 

Voting rights

SABIC International Holdings B.V., Sittard, The Netherlands,
controlled by the Public Investment Fund of Saudi Arabia (PIF),
Riyadh, Kingdom of Saudi Arabia

 

32.22%1

APG Asset Management N.V., Amsterdam, Netherlands

 

5.01%

BlackRock Inc., New York, United States

 

3.8%

Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld,
82064 Strasslach-Dingharting (Germany) and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82057 Icking (Germany)2

 

3.49%

1

SABIC acquired 24.99% of the shares of Clariant Ltd on 17 September 2018, and increased its participation by 6.51% to 31.5% on 9 September 2020. The difference between this figure (i.e. 31.5%) and the above-mentioned 32.22% corresponds to the amount of treasury shares held by Clariant Ltd which have to be aggregated to the shares held by SABIC solely for regulatory disclosure purposes due to the Governance Agreement entered into by SABIC and Clariant on 17 September 2018.

2

According to a disclosure notification published on 18 December 2018, a group consisting of Konstantin Winterstein, 80333 Munich, Germany, and Elisabeth Prinzessin zu Sayn-Wittgenstein, 80333 Munich, Germany, was formed.

Disclosure notifications during the financial year 2020 reported to the Stock Exchange Disclosure Office pursuant to Art. 120 of the Financial Markets Infrastructure Act (FMIA) as well as further information in relation to disclosure notifications can be found on the SIX Swiss Exchange reporting platform:

On 31 December 2019, the following shareholders held a participation of 3% or more of the total share capital: SABIC International Holdings B.V., Sittard, The Netherlands, controlled by the Public Investment Fund of Saudi Arabia (PIF), Riyadh, Kingdom of Saudi Arabia 25.67%; APG Asset Management N.V., Amsterdam, Netherlands: 5.01%; Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany), and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany): 3.49%; Citadel Multi-Strategy Equities Master Fund Ltd., George Town, Cayman Islands, Citadel Securities Financial Trading (Ireland) DAC, Dublin, Ireland, Citadel Global Equities (Ireland) DAC, Dublin, Ireland, Citadel Global Equities Master Fund Ltd., George Town, Cayman Islands, Citadel Multi-Strategy Equities (Ireland) DAC, Dublin, Ireland, Citadel Quantitative Strategies Master Fund Ltd., George Town, Cayman Islands: 3.285%; Millennium Partners LP, George Town, Cayman Islands Integrated Core Strategies Asia Pte.Ltd., Singapore: 3.04%.

On 31 December 2020, Clariant AG itself held 2 385 509 shares in treasury, corresponding to 0.72% of the share capital.

Non-controlling interests

At 31 December 2020, non-controlling interests reported are primarily made up of those of the four following companies. They amount to more than 91% 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 44 million as per 31 December 2020. 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 92 million in the reporting period and CHF 104 million of total assets as per 31 December 2020. The non-controlling interests of 49% 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 173 million in the reporting period and CHF 93 million of total assets as per 31 December 2020. The non-controlling interests of 38.6% of the shares outstanding are held by Nissan Chemicals Industries Ltd.

Süd-Chemie India Ltd (SCIL) reported sales in the amount of CHF 171 million in the reporting period and total assets of CHF 199 million as per 31 December 2020, thereof current assets of CHF 114 million and non-currents assets of CHF 85 million. Total liabilities amounted to CHF 29 million, thereof current liabilities of CHF 22 million and non-current liabilities of CHF 7 million.

As per 31 December 2020 total equity amounted to CHF 170 million. The non-controlling interests of 50% of the shares outstanding are owned by private shareholders in India.

Catalyst

A substance that lowers the activation energy, thereby increasing the rate of a chemical reaction without being consumed by the reaction itself. View entire glossary

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