After the IPO in 1986, the shares of Peter and Max Datwyler had been reduced to around 50% of the capital and almost 80% of the votes. They contributed this ownership interest in the group without compensation to Pema Holding AG, which they founded (PeMa = Peter and Max). Today, the Board of Directors of Datwyler Holding AG controls these assets and the associated voting rights on a fiduciary basis and without economic entitlement. It does this through Datwyler Führungs AG, which was also founded by the Datwyler brothers in 1990.
The directors of Datwyler Holding AG are also directors of Pema Holding AG and own the share capital of Datwyler Führungs AG of CHF 0.1 million in equal parts. A shareholder agreement ensures that board members who step down pass on their shares of Datwyler Führungs AG to their successors at nominal value and without financial gain. The members of the Board of Directors are also not entitled to dividend payments from Datwyler Holding AG. These remain in Pema Holding AG and may be reinvested in Datwyler Holding AG.
Pema Holding AG currently owns all 22 million registered shares and 5'061’785 of the total of 12.6 million bearer shares of Dätwyler Holding Inc. This represents 78.21% of the voting rights and 55.66% of the share capital.
According to the shareholder agreement, Pema Holding AG may only invest in the Datwyler Group and in spin-off companies and therefore has no conflict of interest with other investments. The sale of the majority of votes may only be decided by a majority vote. And even this only if Datwyler Holding AG, as an independent group, could no longer continue to be financially successful.
In this case, Datwyler Führungs AG and Pema Holding AG would have to be liquidated and the proceeds would have to be transferred to the Datwyler Foundation. Pema Holding AG is comparable to an entrepreneurial family that holds a majority of capital and votes in a listed company.
By limiting the shareholder agreement to Datwyler Holding AG, Pema Holding AG enables a management approach that is committed to long-term value creation.
The representatives of the public shareholders on the Board of Directors of Datwyler Holding AG are not members of the Boards of Directors of Pema Holding AG and Datwyler Führungs AG. This succession plan instituted by the Datwyler family was made in 1990 by waiving substantial assets and is unique.