1   Group structure and shareholders

1.1     Group structure

The Allreal Group operates solely in Switzerland. Its legal structure and participating interests are shown below.

All shareholdings are unlisted companies which are fully consolidated in the Group’s financial statements.

The scope of consolidation was extended in the year under review following the inclusion of Hammertor AG, Cham, and its subsidiaries Hammer Retex AG, Cham, and Wohnbau Zürich AG, Zurich. Hammertor AG was acquired on 4 April 2012 by Allreal Holding AG.

Operationally, the Group is structured into two divisions:

Real Estate division

Investments in commercial and residential properties, including properties with particular development potential and investment real estate under construction. Real estate management services are also provided.

Projects & Development division

Combination of project development, general contraction activities (realisation) and real estate services.

Allreal Holding AG has its registered office in Baar/Switzerland and is listed on SIX Swiss Exchange. As at 31 December 2012, the market capitalisation was CHF 2 248.3 million. The registered shares are traded on the main segment (security number 883756, ISIN CH0008837566, symbol ALLN).

1.2     Significant shareholders

As at 31 December, the following shareholders were entered in the share register of Allreal Holding AG as having a shareholding (direct and/or indirect) which exceeds a threshold of 3% ("significant shareholders"):

[1]Holding via wholly owned subsidiaries Helvetia Swiss Life Insurance Company Ltd, Basel, and Helvetia Holdings AG, St. Gallen

[2]Holding via wholly owned subsidiaries Swiss Mobiliar Insurance Company Ltd, Bern, and Swiss Mobiliar Life Insurance Company, Nyon

For further details of the composition of the shareholder base, see page 139 of the Annual Report.

Owing to legislation on the acquisition of real estate in Switzerland (“Lex Koller”), the Allreal Group is required to provide evidence that it is Swiss-controlled in order to be permitted to acquire residential real estate or building land for the realisation of residential property.

In order to satisfy the provisions of the “Lex Koller”, a shareholders’ pooling agreement is in place between the significant shareholders and several other shareholders. Under the terms of this agreement, the participating shareholders have committed to jointly hold a controlling majority of the share capital of Allreal Holding AG. Shares outside the pooling agreement are freely disposable. As at 31 December 2012, the pooling shareholders held 41.97% of the share capital (tied and free shares). The core elements of the shareholders’ pooling agreement are the rules binding on the pooling shareholders stipulating that – subject to any preferential purchase rights accorded to the remaining pooling shareholders – tied shares may only be sold to third parties who are not deemed to be foreign nationals within the meaning of the “Lex Koller” and who are prepared to enter into the pooling agreement.

During the reporting period, the proportion of pooling shareholders (tied shares) decreased from 36.99% to 35.00% of the share capital owing to the capital increase carried out in May 2012.

On 21 January 2012, a communication was published regarding a change in the composition of pooling shareholders. This was due to Schwyzer Kantonalbank’s withdrawal from the shareholders’ pooling agreement upon the sale of its Allreal shares.

On 25 September 2012, a communication was published regarding a change in the composition of pooling shareholders. This was due to Swiss Mobiliar Insurance Company Ltd becoming a party to the shareholders’ pooling agreement and Hans Imholz’s withdrawal from the said.

Particulars of these shareholders can be found on the SIX Swiss Exchange website under Significant Shareholders.

1.3     Cross-shareholdings

There are no cross-shareholdings.