Share Capital
As at December 31, 2020 the ordinary share capital
of Bossard Holding AG totaled CHF 40,000,000, of
which CHF 33,250,000 share capital relates to registered
A shares and CHF 6,750,000 to registered B
shares.
Authorized and conditional capital
Bossard Holding AG holds 298,162 registered A
shares (2019: 298,162) in reserve. These reserve
shares can be used for management participation
plans, acquisitions or other purposes in the interest
of the company and carry no voting rights and are
not entitled to dividends. Other than this, Bossard
Holding AG does not hold any authorized or conditional
capital.
Changes in capital in the last three years
There were no changes in capital in the last three
years.
Shares
The share capital of Bossard Holding AG is
CHF 40,000,000. It is divided into 6,650,000 registered
A shares with a nominal value of CHF 5 per
share and 6,750,000 registered B shares with a
nominal value of CHF 1 per share (voting right
shares). The share capital is fully paid up. With the
exception of the own registered A shares held by
Bossard Holding AG, (i) each registered share entered
in the share register with voting rights is entitled
to one vote (see also limitations on transferability
and nominee registrations) and (ii) each registered
share is entitled to a dividend. The measurement
of voting rights by the number of registered
voting right shares is not applicable for individual
decisions specified in article 16 of the articles of association.
Only registered A shares are listed on the
SIX Swiss Exchange under the Swiss Reporting
Standard (formerly Domestic Standard). Registered
B shares are wholly owned by Kolin Holding AG. As
at December 31, 2020, Bossard Holding AG held
308,691 own registered A shares (including the
298,162 reserve shares mentioned under authorized
and conditional capital) that represent 2.304 percent
of the total shares of Bossard Holding AG. 10,529
(0.079 percent) of these shares are held by Bossard
Holding AG as sales positions related to grants
made under its management participation plan.
For further details, please refer to the compensation
report and notes 15 and 19 of the financial
report.
Participation and profit-sharing certificates
Bossard Holding AG has not issued any participation
or profit-sharing certificates.
Limitations on transferability and nominee registrations
Limitations on share transferability
According to article 7 of the articles of association,
the transfer of registered B shares is always subject
to the approval of the board of directors, irrespective
of the form in which these shares were issued. The
board of directors may reject such a request for good
reason – primarily to protect the purpose of the
company and to maintain its economic independence
(article 9 of the articles of association). In particular,
this includes the transfer of registered B
shares to a competitor and a fiduciary transfer, if the
acquirer does not inform the board of directors in
writing at its first request that she or he is acquiring
the shares concerned in her or his own name and for
her or his own account. Furthermore, the board of
directors may refuse its approval if it offers to the
seller or acquirer of the registered B shares that it
will acquire these shares for the account of the company,
other shareholders or third parties for at least
their actual value at the time the request was made
(article 8 of the articles of association). If there is good reason to do so, the board of directors may
grant exceptions to these rules (no exceptions have
been granted in the reporting year 2020). However,
transfer requests containing incorrect information
must always be rejected; a new, corrected request
may subsequently be submitted (article 9 of the articles
of association). For the incorporation or tightening
of transferability restrictions, at least two-thirds
of the votes represented and an absolute majority of
the represented nominal share value are required a
decision. The provisions also apply for registered B
shares, which are acquired (subscribed) by the exercise
of subscription, option or conversion rights, and
for the establishment of usufruct of registered B
shares.
Nominee registrations
According to article 6 of the articles of association,
the acquirer of a registered A share is entered in the
share register with voting rights provided that she
or he confirms that this share is held in her or his
own name and for her or his own account.
Up to a registration limit of 0.5 percent of the total number of registered A shares entered in the commercial register, anyone who does not expressly state that she or he is acting on her or his own account shall be acknowledged as being a nominee with voting rights. Beyond this registration limit, anyone who makes known to Bossard Holding AG the name, address and/or registered office of the person for whose account she or he holds more than 0.5 percent of the total number of registered A shares entered in the commercial register, shall be acknowledged as being a nominee with voting rights. Otherwise the acquirers of registered A shares shall be acknowledged or registered as shareholders without voting rights. The board of directors makes the necessary arrangements for the acknowledgement and registration of acquirers of registered A shares, and particularly also of nominees. These provisions also apply to registered A shares that have been acquired by exercising subscription, option or conversion rights as well as to the creation of rights of usufruct to registered A shares.
Outstanding bonds and options
Bossard Holding AG currently has no bonds or convertible
bonds outstanding. Information on conditional
rights to receive registered A shares of
Bossard Holding AG (outstanding options resp. Restricted
Stock Units/RSUs) according to the management
participation plan that is offered to selected
members of the management of the Bossard
Group is disclosed in section 6 of the compensation
report and in note 19 of the financial report. Further
detailed information can be accessed on the electronic
publication platform of the SIX Swiss Exchange
via the following link:
www.ser-ag.com/en/home/publications/significant-shareholders.html?companyId=BOSSARD