As of January 31, 2010
- Ordinary share capital: CHF 20,668,050
Divided into 635,940 registered shares with nominal value of CHF 32.50 each.
The share capital is fully paid in.
Each share grants the owner one vote at the Annual General Meeting of Shareholders.
All shares which are not held by the Company or one of its subsidiaries are dividend-bearing.
- Conditional share capital for employee share option plan: CHF 693,550
Divided into 21,340 registered shares with nominal value of CHF 32.50 each.
Shareholders' pre-emptive rights are excluded.
More information on the conditional share capital:
Changes in capital
A decision was passed at the Annual General Meeting of January 17, 2007, to reduce the ordinary share capital of Schaffner Holding AG from CHF 31,797,000 to CHF 24,801,660 by decreasing the par value per share from CHF 50 to CHF 39. The conditional share capital was also reduced accordingly.
A decision was passed at the Annual General Meeting of January 16, 2008, to reduce the ordinary share capital of Schaffner Holding AG from CHF 24,801,660 to CHF 22,893,840 by decreasing the par value per share from CHF 39 to CHF 36. The conditional share capital was also reduced accordingly.
A decision was passed at the Annual General Meeting of January 14, 2009, to reduce the ordinary share capital of Schaffner Holding AG from CHF 22,893,840 to CHF 20,668,050 by decreasing the par value per share from CHF 36 to CHF 32.50. The conditional share capital was also reduced accordingly.
Changes in share capital, capital reserves, retained earnings and other items of the consolidated equity are listed on page 17 of the Annual Report 2008/2009. The information for previous years can be found on page 35 of the Financial Report of the Schaffner Group for fiscal 2007/2008 and on page 37 of the Annual Report 2006/2007 and page 19 of the Financial Report 2005/2006.
Limitations to transferability and nominee registrations
Anyone registered in the Share Register is considered to be a shareholder or beneficial owner. Anyone purchasing registered shares is registered by the Board of Directors in the Share Register on request as a shareholder with voting rights, provided they expressly declare that the shares have been bought and are held for their own account.
The Board of Directors registers nominees with voting rights in the Share Register up to a maximum of 5% of the share capital recorded in the Commercial Register. Above this limit registered shares of nominees with voting rights are only registered in the Share Register if the nominee discloses the names, addresses and holdings of the persons for whose account he or she holds 0.5% or more of the registered share capital. Nominees are persons who do not expressly declare in their registration request that they are holding the shares for their own account. The Board of Directors is entitled to conclude agreements with nominees regarding reporting obligations within the scope of the applicable law. The Board may grant exceptions to the nominee ruling on a case-by-case basis.
Legal entities and legal communities connected by capital, voting rights, management or in any other way are regarded as a single purchaser, as are all natural persons, legal entities or legal communities acting in a coordinated manner by agreement, as a syndicate or in any other way with a view to circumventing the nominee ruling.
The Company may cancel registrations in the Share Register and backdate such cancellation to the date of registration request if such registrations are found to be based on false information given by the purchaser. In such cases the purchaser must be informed immediately of the cancellation.
The registration restrictions described above also apply to shares bought or subscribed via the exercise of pre-emptive rights, conversion rights or options.
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