Capital Structure
Capital
Authorized and conditional capital in particular
Authorized capital
The Company has no authorized capital.
Conditional capital
According to its Articles of Incorporation, the Company has a conditional capital of a maximum of CHF 36 671.00. The share capital of the Company will be increased through the issuance of a maximum of 733 420 fully paid registered shares with a nominal value of CHF 0.05 each by the exercise of option rights which are granted to the employees and members of the Board of Directors of the Company or Group companies according to a stock option plan to be prepared by the Board of Directors. Preemptive rights of shareholders are suspended.
Changes in capital
| Date | Share capital in CHF | Number of shares | Nominal value in CHF |
|---|---|---|---|
| February 19, 2007 | 1 632 446.50 | 32 648 930 | 0.05 |
| May 14, 2007 | 1 483 771.50 | 29 675 430 | 0.05 |
| March 5, 2012 | 1 483 834.00 | 29 676 680 | 0.05 |
| February 18, 2013 | 1 486 334.00 | 29 726 680 | 0.05 |
Participation certificates and dividend-right certificates
There are no dividend-right or bonus certificates.
Limitations on transferability and nominee registrations
The registered shares of the Company may be transferred without restrictions. Nominee entries as shareholders with voting rights up to and below 3 percent of the registered shares of the Company are permitted without restrictions. Nominees will be registered in the share register with the right to vote 3 percent or more of the registered shares of the Company, provided the nominees have entered into a nominee agreement with the Company and disclose to the Company the names, addresses, nationality (for legal entities the registered office) and shareholdings of all those beneficial owners for whose account a nominee holds 0.5 percent or more of the registered shares of the Company.
Convertible bonds and options
There are no convertible bonds outstanding.
According to the stock option plan of the Company, the Board of Directors may, at its sole discretion, grant options to employees and members of the Board of Directors of the Company or Group companies to acquire registered shares in the Company. One registered share may be acquired for each option. The options may not be traded. Registered shares to be delivered based on options granted after January 1, 2006, will be purchased by the Company on the SIX Swiss Exchange or made available from the conditional capital.
The purpose of the stock option plan is to motivate the managerial staff of the Company and its subsidiaries to contribute to the sucess of the Company by their special performance and to encourage them to acquire share ownership in the Company.
The exercise price of the options corresponds to the closing price of the registered shares on the SIX Swiss Exchange on the day of the grant of the options, which is usually a day in January or July determined by the Board of Directors during at its preceding meeting. All options are subject to lock-up periods (for further details on the options please refer to the chapter on compensation, shareholdings and lonas).
It is a condition precedent for the exercise of the options (1) that the beneficiary of the options is employed by the Company or a Group company or is a member of the Board of Directors of the Company on the first day of the respective exercise period and (2) that no bankruptcy or attachment proceedings regarding the private assets of the beneficiary and no insolvency proceedings have been initiated or completed.
Without the prior consent of the Board of Directors of the Company, beneficiaries are not allowed to buy and sell registered shares of the Company received upon the exercise of options, other registered shares of the Company and derivatives relating to the Company’s registered shares during a period of 30 calendar days before the date of publication of the annual, semi-annual and quarterly financial information. Furthermore, the Board of Directors may decide to prohibit the trading in securities of the Company within the trading windows for important reasons.
