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Notes to the financial statements BB Biotech AG

1. Accounting policies

1. Accounting policies

General

The financial statements of BB Biotech AG (the Company) have been prepared in accordance with the provisions of commercial accounting as set out in the Swiss Code of Obligations. The financial statements have been prepared under the historical cost convention.

Cash and cash equivalents

Cash and cash equivalents includes current accounts at banks. These are stated at the notional amount.

Investments

The investments include the subsidiaries over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Initially and subsequently, investments are valued at historical cost. An impairment is recognized if the value in use is expected to permanently fall below the book value.

Income from investments is recognized in the income statement when the Company’s right to receive the dividend payment is established.

Receivables/liabilities

Receivables/liabilities are classified as current assets/liabilities if maturity is expected to be within twelve month after the balance sheet date. Else, they are classified as long-term assets/liabilities. Receivables/liabilities are recognized at notional value. Receivables/liabilities against related parties include transactions with the Board of Directors as well as Group companies and affiliates. Receivables/liabilities against group companies result mainly from cash-pooling activities of the Group. The Group consists of BB Biotech AG and the mentioned subsidiaries under 3.3.

Treasury shares

Treasury shares are deducted from shareholders’ equity. All profits and losses arising from trading in treasury shares are included in the income statement. A reserve for treasury shares is built for treasury shares held by the Company and its subsidiaries, booked against other reserves. The reserve is based on cost prices.

2. Details and explanations to the financial statements

2. Details and explanations to the financial statements 

2.1 Other current liabilities

The other current liabilities comprise the following (in CHF):

2024

2023

Third parties

311 259

293 658

Investment Manager

37 127

40 561

348 387

334 219

2.2 Shareholders’ equity

The share capital of the Company consists of 55.4 mn fully paid registered shares (2023: 55.4 mn registered shares) with a par value of CHF 0.20 each (2023: CHF 0.20).

In April 2022, the Board of Directors has approved the repurchase of a maximum of 5 540 000 own registered shares with a nominal value of CHF 0.20 each. The share buy-back program will run from April 13, 2022 until April 11, 2025 at the latest. Until December 31, 2024, the Company has bought 84 000 treasury shares under this share buy-back program. The repurchase will take place via second trading line for the purpose of a subsequent capital reduction.

At December 31, 2024 and 2023, the Company has neither authorized nor conditional capital.

2.3 Other income

Other income comprises the following (in CHF):

2024

2023

Income group services

4 963 000

5 894 000

Other income

5 669

5 016

4 968 669

5 899 016

2.4 Administrative expenses

Administrative expenses comprise the following (in CHF):

2024

2023

Board of Directors remuneration

1 665 000

1 680 000

Social insurance contributions and duties

46 111

44 921

Investment manager compensation

453 516

503 308

Staff costs

105 665

94 230

2 270 291

2 322 459

The remuneration report discloses further details to the Board of Directors compensation.

2.5 Other expenses

Other expenses comprise the following (in CHF):

2024

2023

Marketing and financial reporting

994 990

1 566 758

Audit, legal and consulting expenses

243 937

380 428

Bank charges

1 107

1 134

Other expenses

1 001 850

1 087 747

2 241 885

3 036 067

2.6 Tax expenses

Tax expenses comprise the following (in CHF):

2024

2023

Income taxes

53 644

78 992

Capital taxes

60 132

43 817

113 776

122 808

3. Other information

3. Other information

3.1 Name, legal form and registered office

BB Biotech AG is a limited company according to the Swiss Code of Obligation and has its registered office at Schwertstrasse 6 in Schaffhausen.

3.2 Declaration of number of full-time equivalents

The number of full-time equivalents did not exceed 10 in the calendar year 2024 (2023: below 10).

3.3 Investments

Investments of BB Biotech AG comprise, in the business years 2024 and 2023, the following subsidiaries:

Company

Capital in CHF 1 000

Capital and voting interest in %

Biotech Focus N.V., Curaçao

11

100

Biotech Growth N.V., Curaçao

11

100

Biotech Invest N.V., Curaçao

11

100

Biotech Target N.V., Curaçao

11

100

3.4 Treasury shares (balances and change)

Treasury shares are held directly by BB Biotech AG and indirectly by its 100% subsidiary Biotech Target N.V.

BB Biotech AG

Biotech Target N.V.

Total

Balance at January 1, 2023

554 000

554 000

Balance at December 31, 2023

554 000

554 000

Balance at January 1, 2024

554 000

554 000

Purchase of shares at an average price of CHF 37.29

84 000

84 000

Balance at December 31, 2024

84 000

554 000

638 000

3.5 Audit fees

The audit fees comprise the following (in CHF):

2024

2023

Audit fees

120 000

120 000

Audit-related fees

5 000

ESG training of the Board of Directors

18 000

125 000

138 000

3.6 Commitments and contingencies

The Company had no commitments or other off-balance sheet transactions open at December 31, 2024 (2023: none).

The operations of the Company are affected by legislative, fiscal and regulatory developments for which provisions are made where deemed necessary. The Board of Directors concludes that as at December 31, 2024, no proceedings existed which could have any material effect on the financial position of the Company (2023: none).

3.7 Subsequent events

There have been no events subsequent to December 31, 2024, which would affect the 2024 financial statements.

3.8 Significant shareholders

Based on information received and published by the Company, the following party owns significant voting rights:

Voting rights in %

31.12.2024

31.12.2023

UBS Fund Management AG, Zurich, Switzerland

4.356%

n.a.

3.9 Statement of holdings of the Board of Directors

As at December 31, the Board of Directors held the following registered shares of BB Biotech AG:

2024

2023

Dr. Thomas von Planta, Chairman

18 888

12 000

Dr. Clive Meanwell, Vice-Chairman

5 163

5 163

Laura Hamill

Dr. Pearl Huang

Prof. Dr. Mads Krogsgaard Thomsen

17 750

Camilla Soenderby

Dr. Erich Hunziker (until March 2024)

n.a.

957 884

3.10 Management contracts

On behalf of the Company, the Board of Directors has entered into a management contract with Bellevue Asset Management AG (investment manager and administrator). In this contract, the investment manager commits to carry out management services relating to the investment activity and general management of BB Biotech AG. Under this contract the Company paid in the business year 2024 CHF 453 516 (2023: CHF 503 308) to Bellevue Asset Management AG.

3.11 Management report and cash flow statement

Due to the fact that BB Biotech AG prepares consolidated financial statements in accordance with a recognized international accounting standard (IFRS), the Company doesn’t prepare, in line with the legal requirements, a management report and cash flow statement.

4. Movements on retained earnings

4. Movements on retained earnings

in CHF

2024

2023

Retained earnings at the beginning of the year

919 317 855

918 922 082

Dividend

(109 692 000)

(156 311 100)

Net income for the year

111 586 966

156 706 872

Retained earnings at the end of the year

921 212 821

919 317 855

5. Proposal of the Board of Directors for the appropriation of retained earnings

5. Proposal of the Board of Directors for the appropriation of retained earnings

in CHF

2024 Proposal of the Board

2023 Resolution passed at the AGM

Retained earnings at the disposal of the Annual General Meeting

921 212 821

919 317 855

Dividend (per share 2024: CHF 1.80; 2023: CHF 2.00)

(99 720 000)

(109 692 000)

Carry forward to the next period

821 492 821

809 625 855

921 212 821

919 317 855