General information

Comet Holding AG has its registered office in Flamatt, Switzerland and is the Comet Group’s parent holding company listed on the Swiss stock exchange. The separate financial statements of Comet Holding AG at and for the year ended December 31, 2023 comply with the provisions of the Swiss Code of Obligations. The manner of the inclusion of Comet Holding AG in the consolidated accounts is governed by the measurement principles set out in the notes to the consolidated financial statements.

01 Accounting principles 

These separate financial statements were prepared in accordance with the principles of the applicable Swiss Accounting Law (title 32 of the Swiss Code of Obligations).

Receivables and loans

Receivables and loans are stated at nominal amounts less any necessary write-downs.

Investments in subsidiaries

Investments in subsidiaries are recognized at historical cost less necessary impairment charges, and are individually tested annually for impairment.

Treasury stock

Comet purchases treasury stock for share-based compensation of the Executive Committee and Board of Directors. Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. Comet applies the first-in-first-out (FIFO) principle when using treasury stock for share-based compensation programs. In general, treasury stock is not held for more than six years at maximum. In the event of a resale, the gain or loss is recognized through the income statement as financing income or expense.

02 Investments in subsidiaries

Comet Holding AG directly held the following companies at December 31, 2023:

03 Non-current financial assets – loans 

Loans to subsidiaries were as follows:

04 Listing and shareholders

Comet Holding AG (the “Company”) is the Group’s only company listed on a stock exchange. The Company’s registered office is in Flamatt, Switzerland. The registered shares of Comet Holding AG have been listed in the main market segment of the SIX Swiss Exchange in Zurich since December 17, 2002.

Assorted financial metrics on the stock of Comet Holding AG are provided in the section “Information for investors” in this annual report.

Listed and non-listed Group companies

Comet Holding AG has no publicly traded subsidiaries. The companies consolidated in the Group are presented in note 2, “Investments in subsidiaries”.

Registered shareholders

At December 31, 2023, Comet Holding AG had 8,134 voting shareholders of record (i.e., voting shareholders registered in the share register; prior year: 7,053). Of the total issued registered stock, 100% (prior year: 100%) represented free float. Comet Holding AG held 2,000 shares of treasury stock at December 31, 2023 (prior year: nil). The structure of share ownership size classes among the shareholders of record at December 31, 2023 was as follows:

This analysis includes only the stock of shareholders who were registered in the share register. At December 31, 2023 the shares of unregistered owners amounted to 43% of the total (prior year: 40%).

Significant shareholders

Ownership interests in companies domiciled in Switzerland whose shares are listed at least partly in Switzerland must be notified both to the issuer company and to the SIX Swiss Exchange when the holder’s voting rights reach, increase above or fall below certain thresholds. These notification thresholds are 3%, 5%, 10%, 15%, 20%, 25%, 33 ⅓%, 50% and 66 ⅔% of voting rights. The relevant details are set out in the Financial Market Infrastructure Act (FinMIA) and in the Ordinance of the Swiss Financial Market Supervisory Authority on Stock Exchanges and Securities Trading (the FINMA Stock Exchange Ordinance).

At December 31, 2023 the Company, according to disclosure notifications, had the following significant shareholders (defined for this purpose as shareholders with voting rights of 3% or more of the Comet capital stock recorded in the Swiss commercial register of companies):

The Company has not been notified of any other shareholders that held 3% or more of its shares. To the best of the Company’s knowledge, there were no voting pool agreements.

Reportable changes during fiscal year 2023

In the fiscal year, six reportable announcements were published. For a complete list of all announcements under section 125 FinMIA, refer to the publication platform of the disclosure section of the SIX Swiss Exchange: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html

Cross-shareholdings

There were no cross-shareholdings with other publicly traded companies.

05 Equity capital structure

Capital stock

The capital stock at January 1, 2023 was CHF 7,773,966, divided into 7,773,966 registered shares with a par value (nominal value) of CHF 1.00 per share. In fiscal year 2023 the capital stock remained unchanged, as the Board of Directors decided to use treasury stock for the share-based compensation. The capital stock is fully paid in.

Treasury stock

The Board of Directors decided to pay the share-based compensation from treasury stock, instead of using capital increases from conditional capital designated for equity compensation. At the balance sheet date, Comet Holding AG held 2,000 shares of treasury stock (prior year: nil).

Comet Holding AG has established a long-term incentive plan with a grant date of May 17, 2023 and vesting date of May 16, 2026. A total of 3,848 performance share units (PSUs) were awarded. As of December 31, 2023, a total of 21% of the vesting period was completed, and a total amount of 1,877 unvested PSUs was outstanding.

Capital band (i.e., capital range)

At any time until April 14, 2026, the Board of Directors is authorized i) to increase the capital stock by issuing a maximum of 1,554,793 fully paid registered shares with a par value of CHF 1.00 per share in one or more steps, by not more than a cumulative CHF 1,554,793, to a new total of CHF 9,328,759 (the upper limit of the so-called capital band), and ii) to reduce the capital stock in one or more steps to not less than CHF 7,385,268 (the lower limit of the capital band), either by cancelling not more than a total of 388,698 registered shares with a par value of CHF 1.00 per share or by reducing the par value of the registered shares accordingly. A capital reduction and a reincrease may be performed simultaneously. If the capital stock is increased by means of the capital band, the limit on the number of shares by which the capital can subsequently be reduced is raised so that the lower end of the capital band can be reached. If the capital stock is reduced by means of the capital band, the limit on the number of shares by which the capital can subsequently be increased is raised so that the upper end of the capital band can be reached. If a change in capital is performed by changing the par value, the upper and lower limits of the capital band remain constant, but the limits on the number of shares by which the capital can be changed are adjusted accordingly. In the case of an increase of the capital stock, the new shares must be fully paid in. In the case of a capital reduction, the amount of the reduction may, in the discretion of the Board of Directors, be distributed to the shareholders in whole or in part and/or added to reserves.

The Board of Directors may exclude shareholders’ subscription rights in whole or in part and allocate such subscription rights to certain shareholders or third parties, including subsidiaries, for the purpose of, among other things:

• enabling a strategic partner to acquire an equity interest
• acquiring or investing in companies, strategic equity interests, products and product development programs, intellectual property rights, etc.
• facilitating transactions by means of an exchange of shares

Conditional capital for equity compensation

Under article 3b of its Articles of Association, the Company has conditional capital (“bedingtes Aktienkapital”) that is designated for use only as equity-based compensation. In a capital increase from this conditional capital, stock is issued to Executive Committee members and/or Board members of Comet Holding AG. With respect to this conditional capital, the other shareholders’ pre-emptive rights are excluded. The issuance of stock or stock subscription rights is based on a compensation plan (in the form of a written regulation) adopted by the Board of Directors.

In 2023, due to the decision by the Board of Directors to use treasury stock for the equity-based compensation, no capital increase was performed from conditional capital designated for equity-based compensation.

As a result, the Company’s conditional capital for equity-based compensation showed no movement in fiscal year 2023 (prior year: decrease of 4,432 shares):

At the end of the year, the remaining conditional capital for equity-based compensation was CHF 189,154, or 2.4% of the existing capital stock.

Conditional capital for financing, acquisitions and other purposes

The capital stock of the Company can be increased by a maximum of CHF 1,554,793 through the issuance of up to 1,554,793 fully paid registered shares with a par value of CHF 1.00 per share through the exercise (incl. mandatory exercise) of conversion, exchange, option, subscription, or similar rights to purchase shares granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants, or other financial market instruments or contractual obligations of the Company or its subsidiaries (collectively “Financial Instruments”).

The Board of Directors is authorized to restrict or cancel the preferential subscription rights of existing shareholders in connection with the issue of Financial Instruments by the Company or one of its subsidiaries if the issue is made (a) for the purpose of financing or refinancing or compensation for the acquisition of companies, parts of companies, equity interests, products, intellectual property rights or licences or of investment projects or (b) on domestic or foreign trading venues or as part of a private placement or (c) for other important reasons. Such exclusion or restriction of preferential subscription rights in connection with the issuance of Financial Instruments may, based on the shares underlying the Financial Instruments in question, not involve more than 10% of the number of shares already in issue immediately prior to the issuance in question. This percentage shall be reduced to the extent that subscription rights are excluded pursuant to article 3a of the Articles of Association.

If the preferential subscription rights are not granted directly or indirectly by the Board of Directors in connection with the issue of Financial Instruments by the Company or one of its subsidiaries, the following shall apply:

• the Financial Instruments shall be issued, or the associated transactions entered into, at market terms; and
• the conversion, exchange or other exercise price of the Financial Instruments shall be determined with reference to the market price prevailing at the time the Financial Instruments are issued; and
• the Financial Instruments are convertible, exchangeable or exercisable for a maximum period of ten years from the relevant issue date or transaction date.

06 Disclosure of shareholdings of the Board of Directors and Executive Committee 

The ownership interests in Comet Holding AG held by members of the Board of Directors and Executive Committee are disclosed below. This disclosure includes all persons who held positions on the Board of Directors or Executive Committee for all or part of the year under review, regardless of whether they still did so at the balance sheet date. The shareholdings shown include those of respective related parties.

Positions and terms of office of the Board of Directors and Executive Committee are listed in the corporate governance report.

Each 10,000 registered shares of Comet Holding AG, of a par value of CHF 1.00 per share, represented 0.1286% of all voting power (prior year: 0.1286%). The members of the Board of Directors and Executive Committee held an aggregate total of 0.3% of voting rights (prior year: 0.4%). No material changes in ownership interests arose after the balance sheet date of December 31, 2023.

07 Options and conversion rights 

Comet Holding AG has not issued any conversion rights or stock options.

08 Bond

Comet Holding AG issued a bond on April 20, 2021 in the amount of CHF 60 million. The bond was issued at par. The term of the bond is five years and it matures on April 20, 2026. The fixed coupon rate over the term is 1.30%, payable annually on April 20. The bond is listed on the SIX Swiss Exchange (Swiss security number 110 109 656, ticker symbol COT21). 

09 Guarantees and pledged assets

The Group is taxed as a single entity for purposes of value-added taxation in Switzerland, and Comet Holding AG therefore has joint and several liability for the value-added tax obligations of its Swiss subsidiary. 

10 Number of full-time equivalents

The number of employees of Comet Holding AG in 2023 and 2022 in terms of the annual average number of full-time equivalents was less than ten. 

11 Events after the balance sheet date

There have been no events after the balance sheet date with a material effect on the amounts in the financial statements.

12 Release of the separate financial statements for publication

The Board of Directors released these annual financial statements on March 1, 2024 for publication and will present them to shareholders for approval at the Annual Shareholder Meeting on April 19, 2024.