1. Share capital as of 31 March 2023
The registered shares (Namenaktien) are unitary shares, giving all shareholders the same rights in the company’s 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 Company’s articles of association, which are available on the Company’s website https://www.zueblin.ch/en/company/#formelles or can be ordered directly from the Company.
2. Authorized and Conditional Capital
2.1 Authorized share capital
Following the approval of the shareholders at the AGM on 22 June 2021 the Board of Directors is authorized until 22 June 2023 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. The authorized capital amounts to CHF 37 327 792.50, which corresponds to 50% of the existing share capital.
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. The conditional capital amounts to CHF 3 699 990.00, which corresponds to 4.96% of the existing share capital.
3. Changes in share capital in the past three years
There have been no changes in share capital in the last three reporting years.
4./5. Shares and participation certificates/Profit-sharing certificates
The 3 318 027 registered shares referred to in section 1 (“Share capital as of 31 March 2023”) 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 2023, there were no participation or profit-sharing certificates outstanding.
6. Limitations on transferability and nominee registrations
The Company’s 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.
In accordance with Article 3a of the Articles of Incorporation, 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 2023, there were no convertible bonds or options of Züblin Immobilien Holding AG outstanding.