2Capital structure

2.1/2.2Capital, capital band and conditional capital in particular

The HUBER+SUHNER AG share capital, as on the balance sheet date, is fully paid in and stands at CHF 5 050 000. HUBER+SUHNER AG has not introduced a capital band or conditional capital.

More information regarding the share capital is presented in the Notes to the Financial Statements of the Group, under note Share Capital.

2.3Changes in capital

There were no changes in capital in the last three reporting years.

On 29 October 2021 HUBER+SUHNER AG launched a share buyback programme over a maximum period of three years, for up to 5 % of the registered shares. The programme was successfully concluded by 30 March 2023 via a second trading line on the SIX Swiss Exchange. The shares acquired under this programme will be proposed for cancellation by means of a capital reduction at the next Annual General Meeting on 27 March 2024.

2.4/2.5Shares and participation certificates/Dividend-right certificates

The share capital is divided into 20 200,000 registered shares, each with a nominal value of CHF 0.25. Each registered share represents one vote. HUBER+SUHNER has issued neither participation nor dividend right certificates.

2.6Limitations on transferability and nominee registrations

In line with the Articles of Association, only persons who are registered in the share register shall be deemed to be shareholders or beneficiaries with voting rights. The Board of Directors may refuse to record an acquirer as a shareholder with voting rights in the company if:

  1. the acquirer, as a recognised shareholder, was to directly or indirectly acquire more than 5 % of the total number of registered shares;
  2. insofar as, and as long as, the recognition of the acquirer as a shareholder could, on the basis of information available to it, hinder the company from providing shareholder composition information as required by federal law;
  3. the acquirer, following a request by the company, fails to expressly declare that he has acquired and will hold the shares in his own name and for his own account, that no agreement to redeem or return such shares exists and that he shall bear the economic risk associated with the shares.

Individuals, legal entities and groups with joint legal status which are related by capital, voting rights, management, or in some other manner, as well as all individuals, legal entities and groups with joint legal status coordinated for the purposes of circumventing the registration limitations are to be considered as one single acquirer. These limitations shall also apply in cases where shares are acquired following the exercise of subscriptions, options or conversion rights. The rescindment of or alterations to the rules regarding registration limitations to registered shares requires a resolution of the Annual General Meeting passed by at least two-thirds of the represented votes and the majority of the represented share per value.

In line with the regulations for registering HUBER+SUHNER AG shareholders in the share register, the Board of Directors may, in exceptional cases, waive the 5 % limit, in particular to facilitate the tradability of registered shares and in connection with corporate mergers and the increase of shareholder stability through new anchor shareholders. In the year under review, the Board of Directors did not grant any exceptions.

Further, in accordance with the regulations for registering HUBER+SUHNER AG shareholders in the share register the registration of nominee as shareholder with voting rights is not admitted.

2.7Convertible bonds and options

HUBER+SUHNER AG does not have any outstanding convertible bonds or any shareholder or employee options on its books.

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