Corporate governance

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 diversified trading business. On 1 April 2013 the corporate structure of Repower AG was changed from a matrix organisation to a parent company organisation. The company now consists of five business divisions and two administrative units which report directly to the CEO.

The Generation division coordinates the management and maintenance of assets relating to the generation, transmission and distribution of electricity in Switzerland, implements and evaluates new assets relating to the generation of electricity, operates and develops merchant lines and devotes its activities to the general development and expansion of generation facilities for the Repower Group.

The Market CH and Services division is responsible for the operation, maintenance and expansion of distribution grids and the distribution of electricity and green electricity certificates to end customers, and manages the Human Resources and Services units.

The Trading and New Markets division manages European energy trading and is responsible for market analyses. This division is also responsible for expanding energy trading in Switzerland, Italy and selected European markets, as well as managing and further developing sales in Germany and Romania and overseeing the related projects. The Trading and New Markets division also coordinates sales activities in the markets.

The Italy division is responsible for sales of electricity, natural gas and green electricity certificates to end customers, and for the operation and maintenance of generating facilities in Italy.

The Finance division manages accounting, controlling, treasury and IT activities.

The Communication and Legal and Risk units report directly to the CEO.

The individual operations are managed centrally by Repower AG and are not organised into separate legal structures. 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 86 to 92.

Repower AG shares and participation certificates are listed on the SIX Swiss Exchange.

Effective 28 March 2013, the Canton of Graubünden and Axpo Trading AG each acquired half of the 24.6 per cent interest in Repower previously held by Alpiq AG. The acquisition was communicated in the media release dated 2 April 2013. The internal transfer of the Repower interest from Axpo Trading AG to Axpo Holding AG was published on the home page of the SIX Disclosure Office on 14 May 2013.

The Canton of Graubünden currently holds 58.3 per cent and Axpo Holding AG (Axpo) 33.7 per cent of the shares, i.e. together they hold 92 per cent of the voting rights. The principal shareholders are committed to one another through a shareholders' agreement. As a core provision of this agreement, the parties agree that in future Repower AG must continue to operate as a private, independent Graubünden company managed according to business management principles. The shareholders' agreement also contains limitations on transferability as well as detailed provisions governing corporate governance. In particular, the shareholders' agreement obliges the parties to reach a decision by consensus (right of veto) on issues of strategic importance. Consequently, under Swiss securities law the Canton of Graubünden and Axpo constitute a shareholder group controlling 92 per cent of the capital.

This shareholding structure is a transitional structure. In the planned definitive structure, the Canton of Graubünden will hold up to 55 per cent and Axpo up to 21.6 per cent of the shares in Repower AG, while a suitable strategic investor will hold at least 15.6 per cent. The intention is to implement this targeted structure in the short to medium term.

Detailed information on completed and planned transactions is published on the home page of the Takeover Commission, see in particular Takeover Commission rulings 521/01 and 521/2 dated 13 November 2012 and 27 March 2013 respectively.

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 7 and 95 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 483 million at the end of 2013.