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Notes to the financial statements of Galenica Ltd.

Galenica Ltd.

Galenica Ltd., a Swiss company limited by shares with registered office at Untermattweg 8, 3027 Bern, Switzerland. Shares in Galenica are traded on the SIX Swiss Exchange under securities no. 36067446 (ISIN CH0360674466). Galenica Ltd. is the parent company of the Galenica Group with the main activity of managing its investments.

With the changed organisational and management structure of Galenica valid as at 1 January 2021, Galenica centralised its Corporate functions such as Finance, Human Resources, Legal & Board Services, Communications and Transformation as well as the internal IT Services on 1 July 2021. The transfer of these business activities from other Group companies to Galenica Ltd. also resulted in a transfer of employees as well as related assets and liabilities. A «like-for-like» comparison with the previous year's period is therefore not possible.

Principles

The financial statements of Galenica Ltd. have been prepared in accordance with Article 957 et seqq. of Title 32 of the Accounting law based on the Swiss Code of Obligations (CO). Where not prescribed by law, the significant accounting and valuation principles applied are described below.

Financial income

Financial income includes the reversal of a bad debt allowance on non-current intercompany loans of CHF 15.0 million (previous year: CHF 30.0 million) and a reversal of an impairment on investments of CHF 35.5 million (previous year: none) . In 2021, financial income includes also a non-taxable gain of CHF 109.5 million due to the merger with GaleniCare Holding Ltd.

Other income

Other income includes group-internal management fees of CHF 50.5 million (previous year: CHF 34.6 million) and IT services of CHF 66.4 million (previous year: CHF 28.4 million). Revenue is recognised when the service is provided.

Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment. Depreciation is charged on a straight-line basis over the assets' useful lives.

Property, plant and equipment

in thousand CHF

2022

2021

Furniture, fittings

66

35

IT equipment

9,379

11,305

Vehicles

4,578

679

Total net carrying amount

14,023

12,019

Intangible assets

Intangible assets include purchased or internally developed software. These items are measured at cost less accumulated amortisation and impairment. Amortisation is charged on a straight-line basis over the estimated economic useful life.

Financial assets

Financial assets include non-current loans to Group companies of CHF 74.7 million (previous year: CHF 74.7 million) and joint ventures of CHF 4.9 million (previous year: CHF 4.9 million).

Subordinated loans

As at 31 December 2022, subordinated loans to Group companies amounted to CHF 1.9 million (previous year: none) and to other companies amounted to CHF 1.4 million (previous year: none). 

Investments

An overview of the investments that are directly or indirectly controlled by Galenica Ltd. is provided in note 31 to the Consolidated financial statements 2022 of the Galenica Group.

Interest-bearing liabilities

The current and non-current interest-bearing liabilities are recognised at nominal value.

Interest-bearing liabilities

in thousand CHF

2022

2021

Bond 0.5 % (15 June 2017–15 June 2023) ISIN CH0367206692

200,000

200,000

Bond 1.0 % (15 June 2017–15 December 2026) ISIN CH0367206700

180,000

180,000

Interest-bearing liabilities

380,000

380,000

– of which current interest-bearing liabilities

200,000

– of which non-current interest-bearing liabilities

180,000

380,000

Lease obligations

The lease obligations, which do not expire or cannot be terminated within 12 months, have the following maturity structure. These amounts include the payments owed from rental and leasing agreements up to the end of the contract or the expiry of the notice period.

Lease obligations

in thousand CHF

2022

2021

Within 1 year

1,223

1,200

In 2 to 5 years

1,854

1,200

In more than 5 years

25,600

27,428

Total

28,677

29,828

Share capital

As at 31 December 2022, the share capital of Galenica amounted to CHF 5,000,000, divided into 50,000,000 fully paid-up and publicly listed shares with nominal value of CHF 0.10 each.

Authorised capital

As at 31 December 2022, Galenica Ltd. has no authorised capital.

Reserves from capital contributions

The reserves from capital contributions have been reduced to CHF 254.8 million (previous year: CHF 307.0 million) due to the dividend paid out to the shareholders on 17 May 2022 taken from the reserves from capital contributions in the amount of CHF 52.2 million (previous year: CHF 44.6 million).

Release of hidden reserves

In 2022, hidden reserves of CHF 15.0 million were released (previous year: CHF 30.0 million).

Contingent liabilities

As at 31 December 2022, total contingent liabilities amounted to CHF 347.4 million (previous year: CHF 325.8 million), including issued guarantees to Group companies of CHF 217.2 million (previous year: CHF 195.6 million) as well as CHF 130.0 million (previous year: CHF 130.0 million) for guarantees to secure intraday transactions for Group companies in connection with the zero balance cash pooling.

Full-time equivalents

The average number of full-time equivalents for the reporting period amounted to 413 (previous year: 218).

Treasury shares

Galenica shares owned by subsidiaries:

Treasury shares

 

 

2022

 

2021

 

Number

in CHF

Number

in CHF

1 January

361,503

 

501,440

 

1st quarter

 

 

 

 

– Bought

2,161

141,737

392

23,223

– Sold

–59,930

–3,874,139

–41,676

–2,436,140

2nd quarter

 

 

 

 

– Bought

1,288

93,873

1,584

100,175

– Sold

–39,680

–2,597,453

–18,087

–1,061,888

3rd quarter

 

 

 

 

– Bought

1,630

116,782

1,415

98,068

– Sold

–85,857

–6,559,475

–85,856

–5,740,332

4th quarter

 

 

 

 

– Bought

2,625

186,644

2,291

151,210

– Sold

31 December

183,740

 

361,503

 

The treasury shares are reserved for share-based payments to employees.

Major shareholders

According to the Galenica Share Register, shareholders who owned 3% or more of the Company's capital shown in the table below. No other shareholder has announced a crossing of the 3% threshold of shares.

Major shareholders

 

 

31.12.2022

 

31.12.2021

 

Number of shares

% of share capital

Number of shares

% of share capital

UBS Fund Management (Switzerland) AG, Switzerland

2,671,158

5.3

2,671,158

5.3

Credit Suisse Funds AG, Switzerland

2,495,385

5.0

1,626,752

3.3

Alecta Pensionsförsäkring, Sweden

2,000,000

4.0

2,000,000

4.0

BlackRock, Inc., USA

1,579,198

3.2

Swisscanto Fondsleitung AG, Switzerland

1,533,324

3.1

1,533,324

3.1

Vontobel Fonds Services AG, Switzerland

1,502,395

3.0

Shareholdings of the members of the Board of Directors and the members of the Corporate Executive Committee

Shareholdings of the members of the Board of Directors

Shareholdings of the members of the Board of Directors

Number of shares

Held as at 31.12.2022

Shares allocated for 2022

Held as at 31.12.2021

Shares allocated for 2021

Daniela Bosshardt

25,695

3,167

22,131

3,564

Pascale Bruderer

2,963

1,086

1,703

1,260

Michel Burnier

9,487

1,086

8,265

1,222

Bertrand Jungo

8,248

1,357

4,964

3,284

Judith Meier

1,448

Markus R. Neuhaus

9,084

1,448

7,416

1,668

Philippe Nussbaumer

916

Andreas Walde

13,509

2,715

11,982

1,527

Shares of the members of the Board of Directors

68,986

12,307

56,461

13,441

Shares held by related parties to members of the Board of Directors are included in the declaration of the number of shares they hold.

Shareholdings of the members of the Corporate Executive Committee

Shareholdings of the members of the Corporate Executive Committee

Number of shares

Held as at 31.12.2022

Held as at 31.12.2021

Marc Werner

4,625

1,390

Lukas Ackermann

1,012

Felix Burkhard

17,700

14,674

Andreas Koch

5,545

2,719

Daniele Madonna

13,164

8,325

Virginie Pache Jeschka

2,738

1,072

Thomas Szuran

8,083

2,315

Shares held by related parties to members of the Corporate Executive Committee are included in the disclosed numbers.

Information relating to the number and value of participations rights of the members of the Board of Directors and the members of the Corporate Executive Committee are disclosed in the Remuneration Report.

In 2022, 11,957 performance share units (previous year: 11,880 performance share units) with fair value at grant date of CHF 689,956 (previous year: CHF 621,300) have been allocated to the members of the Corporate Executive Committee. In 2022, 3,857 performance share units (previous year: 5,188 performance share units) with fair value at grant date of CHF 222,585 (previous year: CHF 271,327) have been allocated to other employees of Galenica Ltd.

Shareholders' equity

Shareholders' equity developed as follows:

Shareholders' equity

in thousand CHF

Share capital

Reserves from capital contributions

General legal retained earnings

Reserves for treasury shares 1)

Free reserve

Available earnings

Shareholders' equity

Balance as at 31 December 2019

5,000

396,094

1,000

22,000

76,000

61,514

561,608

Allocation to free reserve

 

 

 

 

16,000

–16,000

Adjustment to the reserves for treasury shares

 

 

 

–10,400

10,400

 

Dividends

 

–44,482

 

 

 

–44,482

–88,964

Profit for the year

 

 

 

 

 

76,208

76,208

Balance as at 31 December 2020

5,000

351,612

1,000

11,600

102,400

77,240

548,852

Allocation to free reserve

 

 

 

 

32,000

–32,000

Adjustment to the reserves for treasury shares

 

 

 

–8,600

8,600

 

Dividends

 

–44,602

 

 

 

–44,602

–89,204

Profit for the year

 

 

 

 

 

228,676

228,676

Balance as at 31 December 2021

5,000

307,010

1,000

3,000

143,000

229,314

688,324

Allocation to free reserve

 

 

 

 

176,000

–176,000

Adjustment to the reserves for treasury shares

 

 

 

5,000

–5,000

 

Dividends

 

–52,222

 

 

 

–52,222

–104,443

Profit for the year

 

 

 

 

 

168,099

168,099

Balance as at 31 December 2022

5,000

254,789

1,000

8,000

314,000

169,192

751,980

1) Owned by subsidiaries

Proposal of the Board of Directors for the appropriation of available earnings and reserves from capital contributions

At the Annual General Meeting as at 3 May 2023, the Board of Directors will propose the following allocation of available earnings and reserves from capital contributions:

in CHF

2022

2021

Appropriation of available earnings

 

 

Balance brought forward

1,092,850

638,387

Profit for the year

168,098,939

228,676,151

Available earnings at the disposal of the Annual General Meeting

169,191,789

229,314,538

Dividend per share CHF 1.10 (2021: CHF 1.05)

-55,000,000 1)

–52,221,688

Allocation to free reserve

–114,000,000

–176,000,000

Balance to be carried forward

191,789

1,092,850

 

 

 

Appropriation of reserves from capital contributions

 

 

Reserves from capital contributions

254,788,518

307,010,206

Dividend per share CHF 1.10 (2021: CHF 1.05) paid out of reserves from capital contributions

-55,000,000 1)

–52,221,688

Balance to be carried forward

199,788,518

254,788,518

1) The proposed dividend payment and appropriation of reserves from capital contributions covers all issued shares. However, no dividend will be paid on treasury shares. As a result, the total dividend amount payable depends on the number of treasury shares held on the distribution date. Based on the number of treasury shares held as at 31 December 2022, the total dividend would amount to CHF 109.6 million

The Board of Directors proposes to issue a dividend for fiscal year 2022 of CHF 2.20 per registered share. For this purpose, CHF 1.10 is to be taken from the reserves from capital contributions and CHF 1.10 from retained earnings. On the part taken from the reserves from capital contributions, the dividend can be distributed without deduction of Swiss withholding tax of 35%. Natural persons living in Switzerland are not liable for income tax on the dividend paid from the reserves from capital contributions.

Assuming the Annual General Meeting approves the dividend, payments will be made on 9 May 2023.

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