Group structure and shareholders

The Repower Group consists of Repower AG and its holdings. The registered office of Repower AG is in Brusio in the Canton of Graubünden, and its mailing address is in Poschiavo. The Repower Group is a vertically integrated energy company with activities along the entire electricity value chain (generation, trading, transmission, sales and distribution) as well as in the gas and certificates business. The business operations of the Repower Group are carried out in divisions and country organisations which operate as a unit in accordance with the business model. There are three divisions and four country organisations.

The Assets Division coordinates the management of assets relating to the generation, transmission and distribution of electricity in the individual country organisations, implements and evaluates new assets relating to the generation of electricity, operates and develops merchant lines, manages the transmission grid up to the transfer to Swissgrid and devotes its activities to the general development and expansion of generation facilities for the Repower Group. The Market Division manages energy trading (electricity, natural gas and emissions certificates) as well as trading in renewable energies, and conducts market analyses. It is also responsible for expanding energy trading in Switzerland, Italy and selected European markets, as well as setting up sales operations in selected European country organisations and managing the associated projects. This division also coordinates the sales activities in the markets. The Finance Division manages Accounting, Treasury, Controlling, Corporate IT, Enterprise Content Management (ECM) and Group-wide Enterprise Resource Planning (ERP).

The units Legal Services, Corporate Marketing and Communications, Corporate Human Resources, Corporate Risk Management and Shareholding Management report directly to the CEO.

In Switzerland, Italy, Germany and Romania there are also country organisations responsible for operating business as follows:

• Country organisation Switzerland: sale of electricity and green electricity certificates to end customers, operation and maintenance of distribution grids and generating facilities in Switzerland;
• Country organisation Italy: sale of electricity, natural gas and green electricity certificates to end customers, operation and maintenance of generating facilities in Italy;
• Country organisation Germany: sale of electricity to end customers, operation and maintenance of generating facilities in Germany;
• Country organisation Romania: sale of electricity to end customers.

The country organisations in Romania and Germany are in the process of being set up.

The individual operations are managed centrally by Repower AG and are not organised into separate legal structures in principal. However, if management by Repower AG is deemed impossible or inefficient for legal, fiscal or regulatory reasons, or if new legal entities are acquired (for example through acquisition), management is handled by legally independent subsidiaries. An overview of shareholdings is shown on pages 66 to 68.

Repower AG shares and participation certificates are listed on the SIX Swiss Exchange. There are no restrictions on the transfer of shares, except as relates to the mandatory offer requirement under Swiss securities law. The Canton of Graubünden currently holds 46.0 per cent of the shares and voting rights, while Alpiq AG (Alpiq) holds 24.6 per cent and Axpo Trading AG (Axpo, formerly EGL AG) 21.4 per cent. As stipulated under ruling 521/01 of the Takeover Commission (published on 3 December 2012 on the Takeover Commission's website), the Canton of Graubünden and Axpo intend to acquire the Repower shares held until now by Alpiq. In a first step, the Canton of Graubünden will hold 58.3 per cent of Repower shares and Axpo 33.7 per cent. In a second step, these shares will be reduced to no more than 55 per cent and 21.4 per cent respectively, with the participation of a suitable strategic investor. The transfer of the shares is scheduled for the first quarter of 2013, subject to approval by the authorities. The principal shareholders are committed to one another through a shareholders' agreement. No cross-shareholdings exist. The remaining 8 per cent of the shares are in free float. The participation certificates can also be freely traded.

Capital structure

The share capital of Repower AG (information on the share capital is given on pages 5 and 83 of the Annual Report) consists of 2,783,115 shares (Securities No. 1640583) and 625,000 participation certificates (Securities No. 1640584), each with a par value of CHF 1. Each share entitles the holder to one vote at the Annual General Meeting. Each share has a dividend entitlement of equal value. There are no preferential rights or restrictions on voting rights. No authorised or conditional capital exists. Repower AG has no outstanding participation certificates. Repower AG has issued no convertible bonds, options or other securities that entitle the holders to shares or participation certificates in Repower AG. Based on the stock exchange prices for shares and participation certificates, the company had a market capitalisation of CHF 679 million at the end of 2012.