SHARE CAPITAL, CLASSIFICATION
The share capital is CHF 1,524,106.80 and is divided into 2,333,874 registered shares at a nominal value of CHF 0.10 each and into 2,151,199 bearer shares at a nominal value of CHF 0.60 each.
All shares are fully paid in.
SUBSCRIPTION RIGHTS, PAYMENT UNDER SUBSCRIBED RIGHTS
Each shareholder is entitled to the portion of any newly issued shares that corresponds to the shareholder’s existing participation. The resolution of the General Meeting on the increase of the share capital may exclude the subscription right in compliance with Article 652b Swiss Code of Obligations (SCO) for important reasons only.
CONDITIONAL SHARE CAPITAL
The share capital of the Company shall be increased through the issuance of a maximum of 259,822 fully paid-in bearer shares with a nominal value of CHF 0.60 each, representing a maximum nominal value of CHF 155,893.20, by exercising option or conversion rights, which were granted on a stand-alone basis or in connection with bonds or other debt financing instruments by the Company or any of its subsidiaries. The pre-emptive right of shareholders is excluded.
Placement of the option or conversion rights may be effected by one or more banks, which subscribe to these rights on a fiduciary basis.
When issuing option or conversion rights, the Board of Directors may revoke the advance subscription right of the shareholders, if such option or conversion rights are are used for the acquisition or the financing of an acquisition, of companies, parts of enterprises or participations.
In this case, the structure, duration, and, if need be, amount of the bond or other debt financing instrument, as well as the conditions of the option or conversion rights must be fixed by the Board of Directors in accordance with market conditions at the time of issuance, provided that conversion rights and option rights may be exercisable for a maximum period of ten years only.