3. Information relating to income statement and balance sheet items

3.1 Income from investments

Income from investments for the year ended 31 December 2022 consists of a dividend of CHF 147,297.6 thousand from SIG Combibloc Holdings S.à r.l. (a dividend of CHF 142,974.0 thousand for the year ended 31 December 2021).

3.2 Other income and other operating expenses

Other income primarily consists of management fees charged to direct or indirect subsidiaries. Other operating expenses primarily consist of compensation paid to the Board of Directors and consultancy costs.

3.3 Trade receivables

Trade receivables due from Group companies as of 31 December 2022 and 31 December 2021 mainly consist of management fees charged to direct or indirect subsidiaries.

3.4 Current interest-bearing receivables

As of 31 December 2022, current interest-bearing receivables due from Group companies consist of an interest-bearing inter-company Swiss Franc loan of CHF 209,000.0 thousand due from SIG Schweizerische Industrie-Gesellschaft GmbH and an interest-bearing inter-company Swiss Franc loan of CHF 14,675.8 thousand (CHF 38,799.6 thousand as of 31 December 2021) due from SIG Combibloc Services AG. The loan receivable of CHF 209,000.0 thousand relates to cash received by the Company in the accelerated book building process in May 2022, and lent to SIG Schweizerische Industrie-Gesellschaft GmbH to partly finance the acquisition of Evergreen Asia. See notes 3.5 and 3.11.

3.5 Investments

The following subsidiary is directly held by the Company. Its equity increased in the year ended 31 December 2022 due to a capital contribution (see below).

The subsidiaries indirectly held by the Company are listed in note 26 of the consolidated financial statements of the Company for the year ended 31 December 2022. For additional information about the acquisitions described below, see note 27 of the consolidated financial statements of the Company for the year ended 31 December 2022.

Acquisition of Scholle IPN

On 1 June 2022, the Company acquired 100% of the shares of Clean Flexible Packaging Holding B.V. (together with the acquired subsidiaries, “Scholle IPN”) from CLIL Holding B.V. (“CLIL”). CLIL is controlled by Laurens Last and has subsequently been renamed Clean Holding B.V. Scholle IPN provides packaging solutions for beverage, food and non-food products.

The Company paid $445.1 million (CHF 427.1 million) in cash (subject to customary closing adjustments) and transferred 33.75 million newly issued SIG shares with a fair value of CHF 706,050 thousand at the acquisition date to CLIL as part of the consideration for Scholle IPN. The new SIG shares were issued from authorised share capital on 23 May 2022 (see note 3.11). In addition, there is contingent consideration of a maximum of $300 million.

The shares of Clean Flexible Packaging Holding B.V. were subsequently transferred by the Company to SIG Schweizerische Industrie-Gesellschaft GmbH. The transfer of the investment in Scholle IPN of CHF 1,133,172.9 thousand was made against an off-set of a loan of CHF 427,122.9 thousand due from the Company to SIG Schweizerische Industrie-Gesellschaft GmbH (see note 3.7) and by a capital contribution of CHF 706,050.0 thousand from SIG Schweizerische Industrie-Gesellschaft GmbH to the Company’s directly held subsidiary SIG Combibloc Holdings S.à r.l.

Acquisition of Evergreen’s chilled carton business in Asia Pacific (“Evergreen Asia”)

On 2 August 2022, one of the subsidiaries indirectly held by the Company (SIG Schweizerische Industrie-Gesellschaft GmbH) acquired Evergreen’s chilled carton business in Asia Pacific (“Evergreen Asia”) from Evergreen Packaging International LLC (“Evergreen”). Evergreen Asia offers chilled carton packaging solutions in Asia.

The Group paid $335.9 million in cash (subject to customary closing adjustments) at the acquisition date as consideration for Evergreen Asia. The consideration was partly financed via the issue of 11,000,000 ordinary shares by the Company from its authorised share capital on 18 May 2022. The new shares were offered to investors as part of an accelerated book building process. See note 3.11.

Acquisition of the shares of the former joint ventures in the Middle East

On 25 February 2021, the Company acquired the remaining 50% of the shares of the Group’s two joint ventures in the Middle East (“the acquisition”) from the joint venture partner Al Obeikan Group for Investment Company CJS (“OIG”) for a consideration of €490.3 million (CHF 543.1 million), split into cash of €167.0 million (CHF 185.0 million) and 17,467,632 newly issued SIG ordinary shares with a fair value of €323.3 million (CHF 358.1 million) at the time of closing. The new SIG shares were issued from authorised share capital on 22 February 2021 (see note 3.11). The two former joint ventures (Al Obeikan SIG Combibloc Company Ltd. in Saudi Arabia and SIG Combibloc FZCO in UAE) are since the acquisition fully owned subsidiaries of the Group.

The shares of the former joint ventures were subsequently transferred by the Company to SIG Combibloc Services AG in the year ended 31 December 2021 against a loan receivable of €490.3 million (CHF 538.4 million), which was partly offset by an interest-bearing inter-company Swiss Franc loan from SIG Combibloc Services AG.

3.6 Trade payables

Trade payables due to Group companies as of 31 December 2022 and 31 December 2021 mainly relate to intra-group recharges.

3.7 Current interest-bearing liabilities

In the year ended 31 December 2022, the Company received an interest-bearing inter-company Swiss Franc loan of CHF 427,122.9 thousand from SIG Schweizerische Industrie-Gesellschaft GmbH to pay the consideration for the shares of Clean Flexible Packaging Holding B.V. that was due in cash on 1 June 2022. The loan was settled in connection with the subsequent transfer of the investment in Scholle IPN to SIG Schweizerische Industrie-Gesellschaft GmbH. See also note 3.5.

As of 31 December 2022, current interest-bearing liabilities due to Group companies include an interest-bearing inter-company Euro loan of CHF 463.2 thousand from SIG Combibloc Services AG.

As of 31 December 2021, current interest-bearing liabilities due to Group companies included both an interest-bearing inter-company Swiss Franc loan and an interest-bearing inter-company Euro loan from SIG Combibloc Services AG (in total CHF 789.0 thousand as of 31 December 2021).

3.8 Other current liabilities

Other current liabilities for the year ended 31 December 2022 primarily include CHF 1,552.5 thousand for liabilities arising due to share-based payment plans and arrangements (granted in 2020) for certain members of management and the Board of Directors. For the year ended 31 December 2021, other current liabilities included CHF 3,024.6 thousand for liabilities arising due to share-based payment plans and arrangements (granted in 2019) for certain members of management and the Board of Directors.

In the year ended 31 December 2022, the performance share units (“PSUs”) that were granted to current and former members of management of the Company under the 2019 PSU plan vested (see also note 3.10). The settlement of this 2019 PSU plan in April 2022 resulted in an additional expense of CHF 6,808.1 thousand (excluding social charges) recognised as part of personnel expenses for the year ended 31 December 2022.

For additional information about the share-based payment plans and arrangements, see note 3.10 below and note 31 of the consolidated financial statements of the Company for the year ended 31 December 2022.

For the year ended 31 December 2022, other current liabilities also include CHF 596.4 thousand for termination benefits (garden leave agreement) relating to one former member of the Group Executive Board who resigned as of 31 December 2022 (CHF 2,418.5 thousand as of 31 December 2021 for the remaining termination benefits, including non-compete agreements, relating to two former members of the Group Executive Board who left the Company in 2020).

3.9 Accrued expenses

Accrued expenses for the year ended 31 December 2022 primarily consist of employee benefit obligations of CHF 2,135.2 thousand (CHF 2,782.1 thousand as of 31 December 2021). There were no payments outstanding to the pension funds as of 31 December 2022 or 31 December 2021.

3.10 Non-current liabilities

For the year ended 31 December 2022, non-current liabilities primarily consist of liabilities arising due to share-based payment plans (granted in 2021 and 2022) for certain members of management.

For the year ended 31 December 2021, non-current liabilities primarily consisted of liabilities arising due to share-based payment plans (granted in 2020 and 2021) for certain members of management.

For additional information about the share-based payment plans and arrangements, see note 3.8 above and note 31 of the consolidated financial statements of the Company for the year ended 31 December 2022.

3.11 Share capital

As of 31 December 2022, the share capital consists of 382,270,872 shares, issued and fully paid, representing CHF 3.8 million of share capital (337,520,872 shares, issued and fully paid, representing CHF 3.4 million of share capital as of 31 December 2021). The table below provides an overview of these shares.

Issue of shares from authorised share capital

On 18 May 2022, the Company issued 11,000,000 ordinary shares with a nominal value of CHF 0.01 per share from authorised share capital under exclusion of the subscription rights of existing shareholders. The new shares were offered to investors as part of an accelerated book building process. The placement of the shares at a price of CHF 19.40 per share generated gross proceeds of CHF 213,400,000, resulting in an increase in the share capital of CHF 0.1 million and an increase in the legal reserves of CHF 213.3 million. The costs incurred of CHF 3.8 million that are directly attributable to the placement of the shares have been recognised as a deduction from equity (capital contribution reserve). The net proceeds from the capital increase amounted to CHF 209.6 million and were used to fund, in part, the acquisition of Evergreen Asia. The new shares were listed and admitted to trading on SIX Swiss Exchange on 19 May 2022.

On 23 May 2022, the Company issued 33,750,000 ordinary shares with a nominal value of CHF 0.01 per share from authorised share capital under exclusion of the subscription rights of existing shareholders. SIG Combibloc Services AG acquired the newly issued shares at nominal value for CHF 337.5 thousand, paid in cash. The Company subsequently reacquired these shares, also at nominal value. The shares, together with a cash payment, were part of the consideration for Scholle IPN that was transferred to CLIL on 1 June 2022. The difference between the nominal value of the issued shares and the fair value of the shares at the acquisition date is presented as part of the legal reserves.

On 22 February 2021, the Company issued 17,467,632 ordinary shares with a nominal value of CHF 0.01 per share from authorised share capital under exclusion of the subscription rights of existing shareholders. SIG Combibloc Services AG acquired the newly issued shares at nominal value for CHF 174.7 thousand, paid in cash. The Company subsequently reacquired these shares, also at nominal value. The Company transferred the 17,467,632 newly issued shares to OIG on 25 February 2021 as part of the consideration for the remaining shares of the joint ventures in the Middle East. The difference between the nominal value of the issued shares and the fair value of the shares at the acquisition date is presented as part of the legal reserves. See also note 3.5.

Authorised share capital and conditional share capital

The Company has authorised share capital of CHF 565,062.61 as of 31 December 2022 (CHF 675,041.74 as of 31 December 2021) and conditional share capital of CHF 640,106.48 (CHF 640,106.48 as of 31 December 2021).

Before the Annual General Meeting held on 7 April 2022, the Board of Directors was authorised, at any time until 21 April 2023, to increase the Company’s share capital through the issue of up to 67,504,174 shares. The authority to issue shares from authorised share capital under exclusion of the subscription rights of existing shareholders was limited to a maximum of 33,752,087 shares, equalling CHF 337,520.87.

The Annual General Meeting held on 7 April 2022 approved, subject to consummation of the acquisition of Scholle IPN having occurred or being imminent, the creation of additional authorised share capital of 10% of the then issued share capital (ie. CHF 337,520.87), corresponding to 33.75 million shares that could be issued without subscription rights of the existing shareholders. Hence, the authority to issue shares from authorised share capital under exclusion of the subscription rights of existing shareholders increased to a maximum of 67,504,174 shares, equalling CHF 675,041.74, subject to the acquisition of Scholle IPN having occurred or being imminent. This allowed the Company, after the issue of shares from authorised share capital on 18 May 2022, again to use authorised share capital to issue and transfer shares to CLIL as part of the consideration for Scholle IPN (see section above and note 3.5).

As of 31 December 2022, the Board of Directors is authorised, at any time until 21 April 2023, to increase the Company’s share capital through the issue of up to 56,506,261 shares. Capital increases from authorised and conditional share capital are subject to a single combined limit, and may not exceed 64,010,648 shares, equalling CHF 640,106.48. However, the authority to issue shares from authorised and conditional share capital under exclusion of the subscription and advance subscription rights respectively is limited to a single combined maximum of 22,754,174 shares, equalling CHF 227,541.74.

The authorised share capital can be used for various purposes. This provides flexibility to seek additional capital, if required, for investment and acquisition opportunities or to take advantage of favourable market conditions to further improve the Group’s capital position. The conditional share capital is divided into CHF 160,026.62 for employee benefit plans and CHF 480,079.86 for equity-linked financing instruments as of 31 December 2022 (also as of 31 December 2021).

3.12 Capital contribution reserve

The capital contribution reserve consists of the following:

Withholding tax-exempt distributions from the capital contribution reserve of Swiss listed companies are generally only permissible to the extent that at least the same amount is distributed from other reserves. These provisions do not apply to repayments of “foreign capital contribution reserves”. The Company has a capital contribution reserve of CHF 3,188.7 million as of 31 December 2022 (CHF 2,425.4 million as of 31 December 2021), which is confirmed by the Swiss Federal Tax Administration. Foreign capital contribution reserves included in the capital contribution reserve amount to CHF 1,954.7 million (CHF 1,400.9 million as of 31 December 2021). The whole dividend paid in 2021 and 2022 was distributed from foreign capital contribution reserves. The whole dividend to be proposed to the Annual General Meeting in April 2023 is expected to be distributed from foreign capital contribution reserves.

3.13 Treasury shares

The movements in treasury shares during the year were as follows:

The Company purchases its own shares on the market to settle its obligations under the Group’s equity-settled share-based payment plans and arrangements. The Company held 23,295 shares for this purpose as of 31 December 2022 (2,430 shares as of 31 December 2021), representing an amount of CHF 510.7 thousand.

In the year ended 31 December 2022, the Company transferred 728,261 treasury shares (representing CHF 15,977.0 thousand) to participants in the Group’s equity-settled share-based payment plans and arrangements.

No treasury shares are held by the Company’s subsidiaries or joint venture.