1

Notes to the financial statements of Sonova Holding AG as of March 31, 2021

1. General information

The financial statements of Sonova Holding AG, with registered office in Stäfa, comply with the requirements of Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations, ’SCO’). The company does not have any employees.

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2. Accounting principles

2.1 Financial income/expenses

Financial income/expenses consists of gains and losses from sale/transfer of shares in relation to long-term incentive plans, realized/unrealized foreign exchange gains and losses as well as interest income/expenses.

2.2 Financial assets

Financial assets contain loans to third parties as well as to Group companies and are recognized at cost less adjustments for foreign currency losses and impairment of value. Loans granted in foreign currency are translated at balance sheet date.

2.3 Investments

Investments consist mainly of participations in fully consolidated Group companies. They are subject to individual valuation.

2.4 Bonds

Bonds are valued at nominal value. Any bond premium/discount is accrued/capitalized and released/amortized linearly over the term.

2.5 Treasury shares

Treasury shares are recognized at cost and deducted from shareholdersʼ equity. The gain or loss from sale is recognized in the income statement as financial gain or financial loss.

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3. Information on income statement and balance sheet items

3.1 Bonds

As of March 31, 2021, the Group has the following bonds/US Private Placement outstanding: 

Financial liabilities

 

Currency

 

Nominal value

 

Interest rate

 

Maturity

Fixed-rate bond

 

CHF

 

360

 

0.01%

 

October 11, 2021

Fixed-rate bond

 

CHF

 

330

 

0.55%

 

April 6, 2022

US Private Placement

 

USD

 

180

 

2.84%

 

July 14, 2025

Fixed-rate bond

 

CHF

 

200

 

0.50%

 

October 6, 2025

Fixed-rate bond

 

CHF

 

300

 

0.75%

 

October 6, 2028

Fixed-rate bond

 

CHF

 

100

 

0.00%

 

October 11, 2029

Fixed-rate bond

 

CHF

 

100

 

0.40%

 

October 11, 2034

3.2 Treasury shares

On August 31, 2018, Sonova Holding AG announced that its Board of Directors approved a share buyback program of up to CHF 1.5 billion (but for a maximum of 11,759,560 registered shares). The program started in October 2018 for a period of up to 36 months. The shares were planned to be repurchased for the purpose of a capital reduction, subject to approval by future Annual General Shareholdersʼ Meetings. Effective March 16, 2020, Sonova Holding AG suspended the Groupʼs share buyback program. This precautionary measure reflected the short-term uncertainties regarding the financial impact of the global spread of the novel coronavirus (COVID-19). On May 19, 2020 the Board of Directors decided to amend the purpose of the treasury shares from the share buyback, allowing the re-use of these treasury shares. The stock dividend (417,110 shares) distributed in financial year 2020/21 was sourced from Sonova shares which were repurchased by Sonova under the share buyback program 2018 – 2021. A further 200,000 shares bought under the share buyback program were used for the transfer and sale of treasury shares in connection with the EEAP programs. The remaining 1,225,980 treasury shares as of March 31, 2021, initially bought under the share buyback program, are intended to be cancelled (proposal to the Annual Shareholdersʼ Meeting June 15, 2021).

Treasury shares held by Sonova Holding AG Number/CHF million

 

 

 

Number

 

Treasury shares at cost

Balance April 1, 2020

 

1,868,127

 

424.8

Purchase of treasury shares

 

40,100

 

9.7

Sale/Transfer of treasury shares

 

(212,469)

 

(29.9)

Stock dividend

 

(417,110)

 

(100.2)

Loss from sale of treasury shares

 

 

 

(14.6)

Balance March 31, 2021

 

1,278,648

 

289.8

 

 

 

 

 

Treasury shares held by subsidiaries Number/CHF million

 

 

 

Number

 

Legal reserves for treasury shares held by subsidiaries

Balance April 1, 2020

 

102,421

 

22.7

Sale/Transfer of treasury shares

 

(25,605)

 

(5.7)

Balance March 31, 2021

 

76,816

 

17.0

3.3 Contingent liabilities

CHF million

 

31.3.2021

 

31.3.2020

Letters of comfort given on behalf of Group companies

 

4.0

 

3.9

The Swiss Sonova entities form a VAT group and, hence, every company participating in the group is jointly and severally liable for VAT debt of other group participants. Further Sonova Group companies participating in the cash pool are jointly and severally liable for any debit position or outstanding overdraft in connection with them.

3.4 List of investments

Company name

 

Activity

 

Domicile

 

Share/paid-in capital 1) Local currency 1,000

 

Shares held by Sonova Holding

 

 

 

 

 

 

 

 

 

 

 

Switzerland

 

 

 

 

 

 

 

 

 

 

Sonova AG

 

A,B,C,D

 

Stäfa

 

CHF

 

2,500

 

100%

Phonak AG

 

A

 

Stäfa

 

CHF

 

100

 

100%

Phonak Communications AG

 

B, C, D

 

Murten

 

CHF

 

500

 

100%

Verve Hearing Systems AG

 

A

 

Stäfa

 

CHF

 

100

 

100%

 

 

 

 

 

 

 

 

 

 

 

EMEA (excluding Switzerland)

 

 

 

 

 

 

 

 

 

 

Sonova Audiological Care Austria GmbH

 

B

 

Wals-Himmelreich (AT)

 

EUR

 

450

 

100%

Sonova Belgium NV

 

A, B

 

Asse Zellik (BE)

 

EUR

 

15,311

 

100%

Sonova Holding GmbH

 

A

 

Fellbach-Oeffingen (DE)

 

EUR

 

153

 

85% 2)

Sonova Denmark A/S

 

B

 

Middelfart (DK)

 

DKK

 

14,182

 

78% 2)

Sonova Ibérica S.A.U.

 

B

 

San Vincente del Raspeig (ES)

 

EUR

 

7,000

 

100%

Sonova Audiological Care France SAS

 

B

 

Cahors (FR)

 

EUR

 

58,800

 

1% 2)

Sonova France SAS

 

B

 

Bron-Lyon (FR)

 

EUR

 

1,000

 

30% 2)

SCI Du Triangle De Bron

 

A

 

Bron-Lyon (FR)

 

EUR

 

46

 

100%

Sonova Hungary KFT

 

B

 

Budapest (HU)

 

HUF

 

5,000

 

100%

Sonova Italia S.R.L.

 

B

 

Milan (IT)

 

EUR

 

1,040

 

100%

Sonova Nederland B.V.

 

B

 

Vianen (NL)

 

EUR

 

227

 

100%

Sonova Norway AS

 

B

 

Oslo (NO)

 

NOK

 

1,854

 

49% 2)

Sonova Polska Sp. Z o.o.

 

B

 

Warsaw (PL)

 

PLN

 

100

 

100%

Sonova Warsaw Service Center Sp.Z.o.o.

 

A

 

Warsaw (PL)

 

PLN

 

100

 

100%

Sonova RUS LLC

 

B

 

Moscow (RU)

 

RUB

 

4,000

 

100%

Sonova Nordic AB

 

B

 

Solna (SE)

 

SEK

 

200

 

100%

Sonova Sweden AB

 

B

 

Solna (SE)

 

SEK

 

100

 

100%

Sonova UK Ltd.

 

B

 

Warrington (UK)

 

GBP

 

2,500

 

100%

Boots Hearing Care Ltd.

 

B

 

Llandudno (UK)

 

GBP

 

0 3)

 

51%

For significant indirect investments refer to Note 7.7 of the consolidated financial statements of Sonova Holding AG.

Description:

A Holding/Finance: The entity is a holding or finance company.

B Sales: The entity performs sales and marketing activities for the group.

C Production: This entity performs manufacturing for the group.

D Research: This entity performs research and development activities for the group.

1) Share/paid in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

2) The remaining shares are held by a subsidiary of Sonova Holding AG.

3) GBP 133

Company name

 

Activity

 

Domicile

 

Share/paid-in capital 1) Local currency 1,000

 

Shares held by Sonova Holding

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

 

 

 

 

 

 

 

 

CAS Argosy Participações Ltda.

 

B

 

São Paulo (BR)

 

BRL

 

22,014

 

100%

Sonova Canada Inc.

 

B

 

Mississauga (CA)

 

CAD

 

0 3)

 

85% 2)

Sonova Mexico Soluciones S.A. de C.V.

 

B

 

Ciudad de Mexico (MX)

 

MXN

 

94,050

 

85% 2)

AudioNova Mexico S.A. de C.V.

 

B

 

Ciudad de Mexico (MX)

 

MXN

 

66,050

 

99% 2)

Sonova United States Hearing Instruments, LLC

 

B

 

Aurora (US)

 

USD

 

0 3)

 

73% 2)

Sound Pharmaceuticals, Inc.

 

A

 

Seattle (US)

 

USD

 

13,105

 

31%

 

 

 

 

 

 

 

 

 

 

 

Asia/Pacific

 

 

 

 

 

 

 

 

 

 

Sonova Hearing (Suzhou) Co., Ltd.

 

C

 

Suzhou (CN)

 

CNY

 

46,249

 

100%

Sonova (Shanghai) Co., Ltd

 

B

 

Shanghai (CN)

 

CNY

 

20,041

 

80% 2)

Sonova India Private Limited

 

B

 

Mumbai (IN)

 

INR

 

459

 

56% 2)

Sonova Japan Co., Ltd.

 

B

 

Tokyo (JP)

 

JPY

 

10,000

 

100%

Sonova Korea Ltd.

 

B

 

Seoul (KR)

 

KRW

 

50,000

 

100%

Sonova New Zealand (Wholesale) Ltd.

 

B

 

Auckland (NZ)

 

NZD

 

250

 

100%

Sonova Singapore Pte. Ltd.

 

B

 

Singapore (SG)

 

SGD

 

250

 

100%

Sonova Taiwan Pte. Ltd.

 

B

 

Zhonge City (TW)

 

TWD

 

3,100

 

100%

Sonova Operation Center Vietnam Co., Ltd.

 

C

 

Thuan An (VN)

 

VND

 

36,156,000

 

100%

Sonova Vietnam Company Limited

 

B

 

Ho Chi Minh City (VN)

 

VND

 

2,088,000

 

70% 2)

For significant indirect investments refer to Note 7.7 of the consolidated financial statements of Sonova Holding AG.

Description:

A Holding/Finance: The entity is a holding or finance company.

B Sales: The entity performs sales and marketing activities for the group.

C Production: This entity performs manufacturing for the group.

1) Share/paid in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

2) The remaining shares are held by a subsidiary of Sonova Holding AG.

3) Shares without par value

3.5 Significant shareholders

The following overview shows the significant shareholders as of March 31, 2021 based on shareholdings recorded in the share register and notifications on the SIX Swiss Exchange online reporting platform. Significant shareholders may also hold non-registered shares.

 

 

2021 1)

 

2021 1)

 

2020 1)

 

2020 1)

 

 

No. of shares

 

In %

 

No. of shares

 

In %

Beda Diethelm 2)

 

6,710,440

 

10.42

 

6,667,002

 

10.35

Family of Hans-Ueli Rihs 2) 3)

 

3,692,049

 

5.73

 

3,679,600

 

5.71

BlackRock, Inc.

 

3,334,392

 

5.10

 

3,334,392

 

5.10

UBS Fund Management (Switzerland) AG

 

1,948,684

 

3.03

 

n/a

 

< 3

Harding Loevner LP 4)

 

n/a

 

< 3

 

1,972,763

 

3.02

FIL Limited 4)

 

n/a

 

< 3

 

1,969,770

 

3.01

1) Or at last reported date if shareholdings are not registered in the share register.

2) Beda Diethelm and Hans-Ueli Rihs were already shareholders before the Initial Public Offering in November 1994. There are no shareholders’ agreements among these individuals and they can trade freely.

3) Hans-Ulrich Rihs, Gabriela Rihs and Stefan Rihs as a group jointly control 3,692,049 registered shares (corresponding to 5.73% of total Sonova share capital) pursuant to the last disclosure notice. These shares were previously controlled by Hans-Ulrich Rihs as a single shareholder.

4) In 2020, Sonova reported according to Art. 20 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) the sales of shares by FIL Limited and Harding Loevner LP reducing their holdings to less than 3%.

3.6 Shareholdings and participations of the Board of Directors and the Management Board

 

 

31.03.2021

 

31.03.2020

 

 

Shares

 

Restricted Shares 1) 3)

 

PSUs/RSUs 3)

 

Options (incl. SARs) 3)

 

Shares

 

Restricted Shares 2) 3)

 

PSUs/RSUs 3)

 

Options (incl. SARs) 3)

Board of Directors

 

84,263

 

49,630

 

2,183

 

96,016

 

73,821

 

53,157

 

4,328

 

123,189

Management Board

 

41,522

 

 

 

44,818

 

430,982

 

42,519

 

 

 

41,945

 

442,843

Total

 

125,785

 

49,630

 

47,001

 

526,998

 

116,340

 

53,157

 

46,273

 

566,032

1) These shares are subject to a restriction period which varies from June 1, 2021 to June 1, 2026 depending on the grant date.

2) These shares are subject to a restriction period which varies from June 1, 2020 to June 1, 2025 depending on the grant date.

3) For further details see also Note 7.4 in the consolidated financial statements.

For further details to shareholdings in the company by members of the Board of Directors and by members of the Management Board, in accordance with Swiss Code of Obligation article 663c, refer to the compensation report of Sonova Holding AG.

3.7 Events after the balance sheet date

On May 7, 2021 the Group announced that it signed an agreement to acquire the Consumer Division from Sennheiser electronic GmbH & Co. KG (Sennheiser). The product offering of the Consumer Division includes premium headphones – especially in the True Wireless segment – as well as audiophile headphones, enhanced hearing solutions and soundbars. They are sold through a well-established distribution network by Sennheiserʼs own subsidiaries and long-established trading partners in more than 50 countries, both online and in-store, further expanding Sonovaʼs channel presence and customer base. The Sennheiser Consumer Division, with currently around 600 employees contributing to this business area worldwide, generates sales of around EUR 250 million annually. The purchase price for the Sennheiser Consumer Division amounts to EUR 200 million, which will be financed through the existing cash balance. A licensing agreement on customary terms for the Sennheiser brand will be in place in perpetuity. Closing is foreseen in the second half of calendar year 2021 after obtaining the relevant regulatory approvals.

Besides the above mentioned transaction there have been no material events after the balance sheet date.