1. Group structure and shareholding
1.1. Group structure
Kudelski SA has its registered offices in Cheseaux-sur-Lausanne. The company has been structured as a holding company since 1999 and its shares have been listed on the SIX Swiss Exchange since 2 August 1999.
The structure of the Kudelski Group is shown below.
1.1.1. Operational structure of the Group
From an operational point of view, the Group's activities are divided into three divisions: Digital Television, Middleware & Advertising and Public Access, which develop their solutions with the assistance of departments dedicated to Marketing, Research and Development, Sales, and Management of Intellectual Property.
The Digital Television division is composed of four departments:
- Sales and Operations
- Products and Solutions
- Conditional Access
- Corporate Development
The Middleware & Advertising division is composed of the two segments referred to in its name. The Public Access division is divided into three segments:
- Car Access
- People Access (ski)
- People Access (events)
The Audio activity is consolidated in the accounts of Nagravision SA and is under the operational direction of Charles Egli.
Results by sector are presented on pages 24 and 25 of the Kudelski Group's 2008 financial statements.
1.1.2. Listed companies included in the scope of consolidation
Kudelski SA is a Swiss holding company listed on the SIX Swiss Exchange (Ticker:KUD; val. No 001226836/ ISIN: CH0012268360) with a market capitalization at 31 December 2008 of CHF 533 545 930. Only the bearer shares of Kudelski SA are listed on the SIX Swiss Exchange.
Since 17 January 2007, Kudelski SA has held through subsidiaries a share in the capital of OpenTV, Middleware & Advertising sector, of 32.33% of the capital and 77.21% of voting rights. Headquartered in San Francisco (United States), OpenTV Corp. is a BVI holding company listed on the NASDAQ (Ticker: OPTV; CUSIP No G675431/ ISIN: VGG675431016 ) with a market capitalization at 31 December 2008 of USD 170 467 336.
1.1.3. Unlisted companies included in the scope of consolidation
Information concerning the company name, registered office, share capital and holdings owned by unlisted Group companies included in the scope of consolidation are shown on pages 66 and 73 of the Kudelski Group's 2008 financial statements.
1.2. significant shareholders
The principal shareholders of Kudelski SA are the Kudelski family pool including Mr André Kudelski and Mr Stefan Kudelski and, outside the Kudelski family pool, Mrs Irène Kudelski Mauroux and Mr Henri Kudelski (and their respective descendants), and Mrs Marguerite Kudelski and Mrs Isabelle Kudelski Haldy (and their respective descendants) through two investment structures of which they are the beneficiaries. Furthermore, Mrs Marguerite Kudelski holds 5 112 bearer shares in her own name. To the Group's knowledge, no other shareholder holds more than 3% of the capital and there are no shareholder agreements between the family pool and other shareholders.
| At 31 December 2008 | Registered shares | Bearer shares | Share capital held | Voting right |
|---|---|---|---|---|
| Kudelski family pool | 46 300 000 | 7 424 113 | 23.01% | 57.11% |
| Mrs I. Kudelski Mauroux and Mr H. Kudelski (and their respective descendants) | 3 000 000 | 5.73% | 3.19% | |
| Mrs M. Kudelski* and Mrs I. Kudelski Haldy (and their respective descendants) | 3 000 000 | 5.73% | 3.19% | |
| * Mrs Marguerite Kudelski holds in addition 5 112 bearer shares in her own name. | ||||
The shareholding structure, which confers to the Kudelski family pool the control over the company, guarantees the Group's long term stability. This stability is essential to ensure long-term continuity and independence, which are key elements for the Group's main customers.
1.3. Cross-holdings
The Group has no knowledge of the existence of any cross-holdings.