Capital structure

1. Share capital as of 31 March 2018

 

 

Ordi­nary Capital 

CHF 74 655 607.50

 

divid­ed into 3 318 027 reg­is­tered shares with a nom­i­nal val­ue of CHF 22.50 per share.

The reg­is­tered shares (Name­nak­tien) are uni­tary shares, giv­ing all share­hold­ers the same rights in the com­pa­nyʼs cap­i­tal and the same par­tic­i­pa­tion rights. There are no restric­tions on trans­fer­abil­i­ty. Only share­hold­ers list­ed in the share reg­is­ter may exer­cise their par­tic­i­pa­tion rights. Share­hold­ers are list­ed with vot­ing rights in the share reg­is­ter if they explic­it­ly declare that they have acquired the shares in their own name and for their own account. The vot­ing and oth­er rights of trea­sury shares are suspended. 

The shares take the form of book-entry secu­ri­ties, and are not doc­u­ment­ed in a mul­ti­ple share doc­u­ment, in cer­tifi­cates, in an indi­vid­ual share doc­u­ment or in any oth­er form. Share­hold­ers are not enti­tled to request deliv­ery of a share cer­tifi­cate, but may request con­fir­ma­tion of their sta­tus as a share­hold­er from the Com­pa­ny at any time. The Com­pa­ny main­tains a book-entry secu­ri­ty ledger in accor­dance with Art. 973c of the Swiss Code of Obligations. 

For the exact word­ing of the reg­u­la­tions, please refer to the Com­pa­nyʼs arti­cles of asso­ci­a­tion, which are avail­able on the Com­pa­nyʼs web­site www.zueblin.ch or can be ordered direct­ly from the Company.

2. Authorized and conditional capital

2.1 Authorized share capital

Fol­low­ing the approval of the share­hoold­ers at the AGM on 20 June 2017 the Board of Direc­tors is autho­rized until 20 June 2019 to increase the share cap­i­tal by a max­i­mum amount of CHF 37 327 792.50 by issuance of a max­i­mum num­ber of 1 659 013 ful­ly paid up reg­is­tered shares with a nom­i­nal val­ue of CHF 22.50 each.

2.2 Conditional share capital

Fol­low­ing the approval of the Share­hold­ers at the EGM on 29 Feb­ru­ary 2016 the Board of Direc­tors is autho­rized to increase the share cap­i­tal by issu­ing up to 164 444 ful­ly paid up reg­is­tered shares with a nom­i­nal val­ue of CHF 22.50 each, rep­re­sent­ing a max­i­mum nom­i­nal val­ue of alto­geth­er CHF 3 699 990 by exer­cis­ing option rights, which may be grant­ed to employ­ees or mem­bers of the Board of Direc­tors of the com­pa­ny or one of its Group com­pa­nies accord­ing to the com­pen­sa­tion plan approved by the Board of Directors.

3. Changes in share capital in the past three years

 

 

Busi­ness year 2015/2016

Ordi­nary cap­i­tal increase as of 1 Decem­ber 2015

Busi­ness year 2016/2017

None

Busi­ness year 2017/2018

None

4./5. Shares and participation certificates/Profit-sharing certificates

The 3 318 027 reg­is­tered shares referred to in sec­tion 2.1 (“Autho­rized share cap­i­tal”) are ful­ly paid up. Each share enti­tles the hold­er to receive div­i­dends. Vot­ing rights are explained in sec­tion 6 (“Lim­i­ta­tions on trans­fer­abil­i­ty and nom­i­nee reg­is­tra­tions”). There are no pref­er­en­tial rights or sim­i­lar entitlements. 

As of 31 March 2018, there were no par­tic­i­pa­tion or prof­it-shar­ing cer­tifi­cates outstanding.

6. Limitations on transferability and nominee registrations

The Com­pa­nyʼs shares are freely trans­fer­able with­out any restric­tions. A share reg­is­ter is main­tained for the reg­is­tered share­hold­ers, which records the first and last names, address and nation­al­i­ty (reg­is­tered office in the case of legal enti­ties) of the share­hold­ers and ben­e­fi­cia­ries. Only those list­ed in the share reg­is­ter are rec­og­nized by the Com­pa­ny as share­hold­ers or beneficiaries. 

Pur­chasers of reg­is­tered shares or a right­ful own­er­ship to reg­is­tered shares will, on request, be list­ed in the share reg­is­ter as share­hold­ers or ben­e­fi­cia­ries with vot­ing rights if they make an explic­it dec­la­ra­tion that they have acquired the shares or the usufruct to the shares in their own names and for their own account. If the pur­chas­er is not pre­pared to make this dec­la­ra­tion, the Board of Direc­tors may refuse reg­is­tra­tion with vot­ing rights. This restric­tion on reg­is­tra­tion also applies to shares which are sub­scribed or acquired by exer­cis­ing a sub­scrip­tion, option or con­ver­sion right.

7. Convertible bonds and options

As of 31 March 2018, there were no con­vert­ible bonds or options of Züblin Immo­bilien Hold­ing AG outstanding.