Swatch does not have a controlling shareholder. It has a shareholder positioned precisely between two numbers, and the positioning is the whole design.
As at 31 December 2025, the Hayek Pool together with related parties, institutions and persons controlled 63,842,000 registered shares and 1,028,840 bearer shares, totalling 44.5% of all the votes — up from 44.1% a year earlier. The community of heirs of Marianne and Nicolas G. Hayek accounts for 43.8% of all votes; third-party Pool members make up the remaining 3.3% of voting rights.
44.5% is not control. It is something more carefully chosen than that.
The two thresholds
Above one third. Dismissing a member of the Board of Directors requires two-thirds of the votes represented, plus an absolute majority of the par values of shares. A holder of 44.5% of the votes cannot be outvoted on that motion by anyone. The Pool cannot remove directors on its own — it is well short of two-thirds — but no one can remove them over its objection either. That is a blocking position, and against a board it does not wish to change, a blocking position is sufficient.
Below 49%. Article 10 of the Statutes requires any shareholder who exceeds 49% of voting rights, directly, indirectly, or in agreement with third parties, to make an offer for all the company's listed shares. The Pool sits four and a half points beneath a provision that would cost it billions to cross.
Sitting between an inviolable floor and an expensive ceiling is not an accident of drift. It is a position.
A 5% cap on everyone else
There is a third provision that most coverage of Swatch omits, and it changes what 44.5% means.
For the exercise of voting rights, no shareholder may combine — directly or indirectly, whether their own shares or shares they represent — more than 5% of total shareholders' equity. The restriction does not apply to shares excluded from the registration prohibition, nor to the independent voting-rights representative.
So the Pool's 44.5% is not measured against a field of comparable counterparties. It is measured against a field in which no rival is permitted to assemble more than 5% of voting power at a meeting. A blocking stake facing a capped and dispersed register behaves very much like a majority, without being one and without triggering the obligations of being one.
Why this profile publishes no Control Wedge
Swatch is where our wedge definition stops transferring cleanly, and saying so is more useful than forcing a number.
The Control Wedge is defined as voting power minus economic ownership, with economic ownership measured as shares beneficially owned over total shares outstanding. That definition assumes a share is a share. At Swatch it is not: a registered share carries CHF 0.45 of par value and a bearer share CHF 2.25, and the Pool's holding is overwhelmingly registered.
Count by shares and the Pool's economics and votes land in nearly the same place, reporting a divergence close to zero. Count by capital and they diverge substantially. The first answer is arithmetically faithful to our published definition and materially misleading about this company.
We have not published either figure. The definition was written against share-count structures, which describes almost every US dual-class company and not this one, and quietly applying it here would produce a number that ties to our methodology and not to Swatch.
What is not established here
The Pool's share of capital, for the reason above — it is computable from disclosed share counts and par values, but it is a calculation rather than a disclosed figure, and no filing states it.
Also the Pool's internal terms: what binds members, what majority governs its decisions, and on what conditions a member may leave. Third-party members hold 3.3% of the votes inside a 44.5% block whose blocking power disappears if it falls below one third.