3. Information relating to Income statement and balance sheet items

3.1 Income from investments

Income from investments for the year ended December 31, 2025 consists of a dividend of CHF 184,951.8 thousand from SIG Combibloc Holdings S.à r.l. (a dividend of CHF 194,396.4 thousand for the year ended December 31, 2024).

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 mainly consist of management fees charged to direct or indirect subsidiaries.

3.4 Current interest-bearing receivables

As of December 31, 2025, current interest-bearing receivables due from Group companies consist of an interest-bearing intercompany Swiss Franc loan of CHF 102,632.1 thousand (CHF 136,779.1 thousand as of December 31, 2024) due from SIG Schweizerische Industrie-Gesellschaft GmbH and an interest-bearing intercompany Swiss Franc loan of CHF 1,322.2 thousand (nil as of December 31, 2024) due from SIG Services AG.

3.5 Investments

The following subsidiary is directly held by the Company.

SIG Combibloc Group AG – subsidiaries

 

 

 

 

As of Dec. 31, 2025

 

As of Dec. 31, 2024

Name and legal form

 

Registered office

 

Capital

 

Votes

 

Capital

 

Votes

SIG Combibloc Holdings S.à r.l.

 

6C, rue Gabriel Lippmann
L-5365 Munsbach
Grand Duchy of Luxembourg

 

100%

 

100%

 

100%

 

100%

The subsidiaries indirectly held by the Company are listed in note 27 of the consolidated financial statements of the Company for the year ended December 31, 2025.

3.6 Trade payables

Trade payables due to Group companies as of December 31, 2025 and December 31, 2024 mainly relate to intragroup recharges.

3.7 Current interest-bearing liabilities

As of December 31, 2025, current interest-bearing liabilities due to Group companies consist of an interest-bearing intercompany Euro loan of CHF 154.4 thousand (CHF 5,627.3 thousand as of December 31, 2024) from SIG Services AG. As of December 31, 2024, there was also an interest-bearing intercompany Swiss Franc loan of CHF 7,132.5 thousand from SIG Services AG.

3.8 Other current liabilities

Other current liabilities primarily consist of liabilities arising due to share-based payment plans and arrangements for certain members of management and the Board of Directors and, for the year ended December 2025, also of the current portion of a liability for termination benefits to the former Chief Executive Officer of the Group (see note 4 of the consolidated financial statements of the Company for the year ended December 31, 2025). In the year ended December 31, 2025, the Company recognized an expense for termination benefits relating to the former Chief Executive Officer of CHF 2,359.7 thousand as part of personnel expenses.

In the year ended December 31, 2025, the performance share units (“PSUs”) that were granted to current and former members of management of the Company under the 2022 PSU plan vested. The settlement of this 2022 PSU plan in April 2025 resulted in an expense reduction of CHF 673.0 thousand (excluding social charges) recognized as part of personnel expenses for the year ended December 31, 2025. The settlement of the vested PSUs under the 2021 PSU plan in April 2024 resulted in an expense reduction of CHF 1,159.1 thousand (excluding social charges) for the year ended December 31, 2024.

For additional information about the share-based payment plans and arrangements, see note 30 of the consolidated financial statements of the Company for the year ended December 31, 2025. See also notes 3.10 and 4.3.

3.9 Accrued expenses

Accrued expenses for the year ended December 31, 2025 include employee benefit obligations of CHF 1,733.2 thousand (CHF 1,858.2 thousand as of December 31, 2024). There were no payments outstanding to the pension funds as of December 31, 2025 or December 31, 2024.

3.10 Non-current liabilities

Non-current liabilities primarily consist of liabilities arising due to share-based payment plans (granted in prior years) for certain members of management and, for the year ended December 2025, the non-current portion of a liability for termination benefits to the former Chief Executive Officer of the Group. See also notes 3.8 and 4.3.

3.11 Share capital

As of December 31, 2025 and December 31, 2024, the share capital consisted of 382,270,872 shares, issued and fully paid, representing CHF 3.8 million of share capital.

Capital band and conditional share capital

As of December 31, 2025 and December 31, 2024, the Company had conditional share capital of CHF 640,106.48 and a capital band ranging from CHF 3,440,437.85 (lower limit) to CHF 4,587,250.46 (upper limit).

The Board of Directors is authorized to increase the share capital by up to 20% of the current share capital if shareholders’ subscription rights are granted, and by up to 10% if shareholders’ subscription rights are excluded. The Board of Directors may also reduce the share capital by up to 10% through cancellation of shares or nominal value reduction or by a simultaneous reduction and re-increase of the share capital. The authorization under the capital band is limited until April 20, 2026 or the full use of the capital band.

The total number of registered shares issued from (i) the capital band, where the shareholders’ subscription rights are excluded, and (ii) the conditional share capital, where the shareholders’ advance subscription rights for equity-linked financing instruments are excluded, may not exceed 38,227,087 registered shares. Within the limit outlined above, the proportion of new shares assigned to each of the categories is stipulated by the Board of Directors.

The proceeds from an issue of new shares under the capital band 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 favorable 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 December 31, 2025 (also as of December 31, 2024).

3.12 Capital contribution reserve

The capital contribution reserve consists of the following:

SIG Combibloc Group AG – capital contribution reserve

(In CHF thousand)

 

Balance

Capital contribution reserve as of January 1, 2024

 

3,009,082.5

Dividend payment of CHF 0.48 per share from the capital contribution reserve

 

(183,490.0)

Dividend not paid on treasury shares held by the Company

 

39.2

Capital contribution reserve as of December 31, 2024

 

2,825,631.7

Capital contribution reserve as of January 1, 2025

 

2,825,631.7

Dividend payment of CHF 0.49 per share from the capital contribution reserve

 

(187,312.7)

Dividend not paid on treasury shares held by the Company

 

14.9

Capital contribution reserve as of December 31, 2025

 

2,638,333.9

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 2,638.3 million as of December 31, 2025 (CHF 2,825.6 million as of December 31, 2024), which is confirmed by the Swiss Federal Tax Administration. Foreign capital contribution reserves included in the capital contribution reserve amount to CHF 1,404.3 million (CHF 1,591.6 million as of December 31, 2024).

The whole dividend paid in 2024 and 2025 was distributed from foreign capital contribution reserves.

The Board of Directors has decided to pause the dividend payment for the year ended December 31, 2025, and will therefore not propose a distribution of a dividend at its 2026 Annual General Meeting to be held on April 16, 2026.

3.13 Treasury shares

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 173,734 shares for this purpose as of December 31, 2025 (39,172 shares as of December 31, 2024), representing an amount of CHF 1,667.0 thousand (CHF 780.0 thousand as of December 31, 2024).

In the year ended December 31, 2025, the Company transferred 120,438 treasury shares (225,111 treasury shares in the year ended December 31, 2024), representing CHF 1,978.7 thousand (CHF 4,480.0 thousand for the year ended December 31, 2024) to participants in the Group’s equity-settled share-based payment plans and arrangements.

The table below provides an overview of the Group’s treasury shares.

SIG Combibloc Group AG – treasury shares

 

 

2025

 

2024

(Number of treasury shares or in CHF thousand)

 

Number

 

Amount

 

Number

 

Amount

Balance as of January 1

 

39,172

 

(780.0)

 

39,985

 

(923.1)

Purchases

 

255,000

 

(2,865.7)

 

224,298

 

(4,336.9)

Transfer under equity-settled share-based payment plans and arrangements

 

(120,438)

 

1,978.7

 

(225,111)

 

4,480.0

Balance as of December 31

 

173,734

 

(1,667.0)

 

39,172

 

(780.0)

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

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